Counting Stars
by PenguinDon90
Summary: AU Swanqueen. No magic & no curse. Regina is a struggling aspiring actress living in New York City. She is haunted by her past choices in life; particularly one that she made five years ago. What happens when she is given another chance to right all of her wrongs. Will she do the right thing? Or, will she make the wrong decision again?
1. Chapter 1

**Counting Stars**

I do not own any characters. All mistakes are mine, and all of that jazz.

Chapter One: Lately Baby I've been losing sleep.

It is the chill in the air that awakens Regina. Her internal clock tells her that it is almost half past four in the morning. She doesn't need a stupid alarm clock to tell her that. She is awake before it goes off to remind her of another routine day. Routine, going through the motions; a never ending mundane cycle. One that she has been stuck in for the past five years.

The clock on her bucket/nightstand goes off; she slams the snooze button forcefully. Ten more minutes is what she tells herself. A clock, the bane of her existence. It's just another reminder of time passing by. It symbolizes all of the time she has wasted. It is a reminder that she is no one. How did she ever allow herself to get here; she knows how. Second by second, she is one step closer to her death. No one is immortal, even though her younger self used to believe that.

Regina used to have goals for herself. She was going to leave that small, stifling town of Storybrooke, Maine. She was going to be famous and live the life that the celebrities she idolized led. Her parents; primarily her mother Cora, never agreed with this plan. She made every attempt possible to derail Regina's hopes and dreams; and for the most part, she succeeded in doing so. Now here Regina lies, in the still of the early morning, dreading the day ahead.

Alone she lies in bed. No one cares about her anyway. Her parents disowned her when she dropped out of college during her first semester. She was forced to attend Yale. She was always smart, but college was never in her plans. Her family was well off. Her mother, a successful politician, always wanted Regina to follow in her steps. It was always her way or the highway; and damn did that highway look appealing. So Regina headed down that lonely path; sacrificing every thing for her choice. If only she had made that decision sooner; maybe her life would be different.

That was a long time ago. Now, she lives in a shitty studio apartment in the slums of New York City. A city that once held all of her hopes and dreams. At least she was able to leave Storybrooke. How could she have gone from tree lined streets and white picket fences, to dirty buildings with urine coated staircases and drug dealers on every corner. She is strong, she can deal with this, or at least that is what she tells herself.

Fuck that, who is she fooling. She isn't strong. She knows what being strong looks like. She saw it hop on a motorcycle and ride off into the sunset five years ago; never looking back. That rainy day; she can remember it as if it were yesterday. That was the day that her life ended and this personal version of hell began. What hurts the most, is that she had lost the only person that ever brought light into her dark life, Emma. She hasn't heard from her since that day.

Her white knight. Regina was always so proud of her. Those stupid Strorybrook losers always tried to put Emma down, but Regina knew better. Emma never fit in, and those assholes made sure to remind her of that every chance that they got. It still surprises her that two people like herself and Emma; two people who define the phrase "opposites attract" were able to create something so beautiful. The love that they had for one another was one that couples strive for. It was a love that Regina single handedly destroyed.

Sometimes, to pass the time and make her day a little more bearable, Regina would allow herself the pleasure to think about Emma. She would replay their relationship in its entirety. Reliving all of the beautiful moments that they had created. She would wonder what Emma was doing at that very moment, or what success she had achieved so far in her life. More importantly, would she ever see her again.

She didn't allow herself to partake in this action often. It caused a deep ache in her chest. The pain was all too real; and with the shitty cards that life had dealt her; often too much to stomach. Oh how Regina wished that they could have remained in contact; but it is for the best anyway. What could she offer her now. Emma had made her choice; she left. Regina had made hers as well; she stayed, and left when it was too late.

Her alarm startled her from her thoughts; 4:30 am, time to get up. She gets out of bed and showers quickly. She has no time to waste. Thirty minutes later she is putting her hair up in a bun and rushing out of her apartment. It's winter time in the city, and the blast of bone chilling cold air that bitch slaps her in the face is a reminder of that. She is cold, actually she is freezing; but it's either buy a new coat or starve for a month.

It is still dark out, which means that the heathens of the city are still frolicking around. She walks quickly, trying to navigate the ten blocks to the train station without drawing attention to herself. She sees the locals from her neighborhood making their way as well. They greet one another with a slight nod of the head. It is way too early to make small talk and pretend to actually give a fuck about each others miserable lives.

She finally makes it to the train station. She can here that the train is approaching, so she runs up the stairs to hopefully catch it. She raises her hand in acknowledgment to the station agent who is always at the fare booth as she pays for her fare. She makes it just in the nick of time; right before the train doors are closing.

The warm air of the train while foul smelling, is a relief from the bitter cold outside. Thankfully, at this time in the morning she is able to find a seat on the train. She sits down and relishes in the small comfort. It will be the last time that she gets to sit down for the next twelve hours.

Everyone dreams of living New York; the big apple. Television really makes it seem like a magical place where dreams come true; but no one knows the true reality of this city. It isn't all glitz and glamour. It is a giant cesspool filled with lost souls living the life of shattered dreams and false promises. It is tough and hard labor. She works like a dog, and still it is barely enough to pay the bills. Her life is a constant cycle of work, eat, sleep, repeat.

She lives about forty minutes away from her job at a diner in the Greyhound bus terminal in the city. She hates it. She has to watch thousands of people get on buses and get away from this hell hole that she calls home.

The ride is too short, and after pushing a sleeping passenger off of her shoulder; she finds herself in front of her job, Granny's Diner. Ruby, her co-worker is already inside. She quickly greats her, and makes her way to the back. The diner doesn't open until 6:30. She has about thirty minutes to complete her pre opening tasks. She barely hears when Ruby tells her that she is running to the rest room.

Flashback

Regina had been working at Granny's since her second day in New York City. She had just gotten off of a greyhound bus from Maine. She was shocked and frightened by all of the homeless people she saw at the terminal. One of them had asked her for money and when she responded that she had none, he became irate and began hurling insults her way. She ran and entered the first place she could, which was Granny's.

Before she had fled from her hometown, Regina made sure to empty out her savings account which her parents kept quite healthy. She had enough money to live off of for four months. She thought that it would be enough time to get on her feet. Oh how naive she was.

When she entered Granny's she saw an older woman behind the counter wiping it down. The woman jumped, startled by the slamming of the door. She immediately looked up and calmed down when she saw the lost and out of place young woman.

"Child, you gave me quite the fright there." She said in a southern drawl that seemed to have lessened over time. "What are you doing in a place like this at this time of night? Sit down, let me pour you a cup of coffee."

Regina did as she was told and sat down on a stool that was worn from years of use. The older woman came back with the coffee and placed it in front of her. "So, what brings you here?" The older woman asked again.

"I just got off one of the busses. I'm from Maine. I just moved here", Regina replied.

"Why on earth would you move to New York City? Are you starting school here or something?" The older woman peered over her glasses and waited for a reply.

The brunette could sense the judgement she was receiving from the other woman, but decided to answer. "I moved here for a better life, I'm hoping that once I land on my feet, I can begin going on auditions. You see, I want to be an actress."

All of a sudden from behind Regina came a snotty reply. "Oh great, we have another one Granny. Don't you think you came to the wrong city to become an actress?"

Regina turned around and was met with a tall, skinny, red head. The woman was giving her a look that she could not discern if it was one of pity or annoyance.

Before Regina could reply, the older woman spoke first. "Ignore my granddaughter, she is still, oh what's that word you young folk use nowadays; salty, yes salty because she has not heard back from her recent audition."

A flash of anger washed over the red head's features. The older woman was impressed. "You see, if you would show as much emotion and sass as you show in this here diner; you might get called back more often."

The red head turned around and stormed off to the back of the diner. The older woman smirked and then turned her attention back to Regina. "Listen child, it is fine and dandy for one to have hopes and dream. However, it is another thing to be realistic. This town will throw you out on your ass faster than you know it. How are you on money? Do you have a place to live?"

Regina was touched. It was the most that anyone had cared for her in a while. "I have a reservation at a hotel for a week, until I can get a place of my own. I should be fine, thank you for your concern."

The older woman stared at the brunette for a long while before she spoke. "Well then, I wish you the best of luck. Just in case, I was going to put an ad in the paper for a waitress. Do you think you would be interested? You know, just till you get on your feet and all."

Regina thought about the proposal. She could use the money now that she was on her own. It would soften the blow to her savings. Her decision was quick. "Yes, thank you. I will gladly take the position Mrs…" "Granny" the older woman replied. "You can call me Granny'"

End Flashback

Regina never did truly get on her feet. Soon she found her savings quickly drying up. She was able to get an apartment in the Bronx. She couldn't afford anything in any other borough. The countless auditions that she went on never produced anything. So she found herself still employed at Granny's, hoping her luck would one day change.

She goes about her pre opening routine when she hears the bell alerting her that someone has entered the diner. Regina huffs because really can't anyone read in this fucking city. There is a sign on the door that clearly says that the diner opens at 6:30.

She heads out front ready to give the dumbass a piece of her mind, but the words gets lodged in her throat at the sight in front of her.

Right before her is a woman, who appears to be her same age. She is wearing clothes that look like they have seen better days. She has long blond hair which is pulled back into a low ponytail. She looks tired, like she has had a hard life. Holding the woman's hand is a little boy who appears to be no more than four years old. He looks sleepy and is rubbing his eyes with a hand holding a stuffed bunny.

Regina cannot believe the sight before her. She never thought that she would be granted the privilege of seeing this woman ever again. She has so many throughts, so many questions; but the only word that leaves her mouth is "Emma?"


	2. Chapter 2

I do not own any characters. All mistakes are mine.

Thank you for all of the follows.

Chapter 2:

Regina couldn't believe her own eyes. Emma was standing before her in the flesh. Had the love of her life been living in the same city all of this time. God, all of those nights she spent alone could have been spent with the blond.

No. Regina knows for a fact that she would still have been alone. She remembers the look of hurt that was etched on Emma's face before she put on her helmet end took off. She would never forgive her for breaking her heart.

Her eyes were drawn to the little boy standing besides the blond and could immediately tell that he was her son. The resemblance between the two was very strong. They shared the same beautiful green eyes. He had a shaggy mop of dark brown hair that was overgrown. He clutched tightly to his stuffed bunny rabbit, almost as if it was a life line.

The sight of the child brought a bit of sadness to Regina's heart. Emma appeared to have moved on. Regina couldn't even fathom the thought of being with someone else and had purposely avoided relationships since theirs had ended.

Both women could feel the sense of unease in the air. What is the right thing to say to someone whom you have not seen or spoken with in half a decade? Better yet, what do you say to a person whose heart you shattered into a million pieces because you were a coward? Apparently, it's their name; or at least that is the only thing that Regina can think of.

The silence in the diner is deafening. Both women stare at each other. Regina studies Emma's features. Something is not right with Emma. Apart from the worn and tattered clothing, she looks the same; but something is different. Regina looks into those green eyes that she fell in love with and sees so many emotions at war. Surprise, sadness, embarrassment. Her eyes no longer shine with the confident spark that was once a mainstay. This Emma is a shell of the one that left her on that rainy fall day.

Regina is able to discern that Emma and her son must be homeless. This very thought brings an intense amount of uncontrollable sadness to her heart. Hell, Regina had it hard, there was no denying that. Her accommodations were by no means the Four Seasons; but at least it was a roof over her head. Regina could not even begin to imagine the great challenges that Emma and her son must be facing.

Emma eyes are focused on Regina, but she keeps on looking at the door every so often; almost as if to remind herself that it's there. Regina looks nothing like what she would have expected. Her hair is in a bun, but Emma can tell that it has grown. She is wearing off brand clothing and are those jeans? The Regina she remembers would never be caught dead in a pair.

What surprises her the most is the apron around Regina's waist. She works here! No way. She must be studying for a part in a movie or something. Trying to get some experience to really prepare for the role, Emma tells herself. There is no way possible that the brunette would ever work in a place like this.

Emma can sense the other woman's brown eyes on her. It makes her feel so many things, but she does not have time to process her thoughts. She needs to get out of here. She picks up her son, turns around and begins to walk quickly towards the exit, attempting to leave. She makes it to the door and is about to open it when she hears it. "Wait" comes quietly from Regina. Emma makes no attempt to stop.

"Emma please, don't leave" she says louder, finding her voice. Emma stops with her hand resting on the doorknob, but makes no attempt to turn around. She does not have the courage to face the other woman again. The first time Regina had uttered her name, it was a whisper. Now, the forceful tone penetrates deep into her soul.

Emma is embarrassed. She thought many times over the years about what this moment would be like. She always knew that they would meet again; she just wishes that it was under better circumstances. She always envisioned that they would both be successful; Regina an actress, Emma a famous film director. They would both be in attendance at a prestigious gala, and run into each other. Not in some dingy ass diner at a bus terminal.

The uncomfortable silence is disrupted when Ruby returns. She looks between the two women and feels the tension. Do these two know one another? She looks at Emma and sees someone who is obviously homeless and with a child. Her first instinct is to think about the safety of her grandmother's diner.

Over the years, many shady characters have graced Granny's. They have been robbed only once; and that was enough. Ruby was not about to take any chances with this woman; even if she has a little boy with her. "Hey, you can't be in here. We're closed" she says to Emma in a forceful tone, hoping that the blond will take the hint and get lost.

Emma doesn't make an attempt to turn around, but nods in acknowledgment. She isn't new to this. She knows fully well that her kind isn't welcome. Even she would kick herself out if the roles were reversed. She goes to leave once again when she hears Regina speak.

"Ruby, please tell Granny that I came to work but left early because I'm not feeling well. I need to go home." Regina says while removing her apron.

Ruby looks at the brunette like she has just grown a third eye. "Leave! Are you crazy! Morning rush is about to begin. You can't leave me here alone; I'll be swamped." She states incredulously.

Rolling her eyes so hard that she thinks she caught a glimpse of her brain, Regina turns to look at the red-head. "You won't be alone; Belle will be here any minute. You know I would not leave unless I have a good reason. Like I said, I don't feel well. I will deal with Granny tomorrow" Both women have an intense stare down, which is broken when they hear the sound of bell above the door.

Regina whips her head in the direction of the sound and sees that Emma is gone. Her heart sinks. This can't be happening. She will not lose Emma again. This is fate. She doesn't spare Ruby another glance. Instead, she grabs her coat and makes a mad dash out of the diner. Leaving a confused Ruby behind.

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Emma is running through the Port Authority bus terminal. Running, that is what she's good at. She has to get out of here. Regina has just seen her at her worst. She is running so fast that she gets lost.

She and her son, Henry had spent the night in the terminal. The local shelter did not have any space for them. Her arms are tired. She had spent the whole night cradling her son.

She stops running to get a sense of her surroundings and to find an exit. It wasn't supposed to be like this. They weren't supposed to meet under these conditions. She looks from side to side and up at the signs hanging overhead, but is still confused.

Regina knows the terminal like the back of her hand from years of working at the diner. She runs as fast as she can in the direction of the exit. She turns the corner and sees Emma and her son standing in the middle of the terminal looking lost and confused. She slows down as to not startle the both of them.

After all of these years, Regina had hoped that their meeting would have been different. Emma acted like she could not wait to get away from her. The brunette had so many questions. She hopes that she will have the opportunity to get some answers.

She cautiously approaches the pair. She doesn't want Emma to run again. The blond turns around and jumps when she sees Regina standing before her. Before she can even process what is coming out her mouth she speaks in a harsh tone.

"Look Regina, I don't know why you came after me, but just let me go."

Regina expected the harshness of Emma's voice, but it still hurt. She thought carefully on what to reply.

"Emma, I haven't seen you in five years, of course I am going to run after you. Please can we go somewhere and talk? It has been so long."

Emma is silent, she is shocked by the fact that she is in Regina's presence after all of these years. She doesn't notice when Regina begins to speak again.

"Look, I know that I messed up, and for that I am truly sorry, but please just give me a chance."

Emma eyes Regina warily. Even after seeing what a piece of shit she had become, the brunette still wanted to talk to her. She wanted another chance. Please Regina felt sorry for her. This caused a sense of rage within Emma.

"Regina, I don't need you to take time out of your day to take on a charitable case like me. Go back to your penthouse and leave me the fuck alone."

The malice and volume of Emma's voice draws the attention of a transit police officer. He approaches the two women. "Hey, is this woman bothering you?" The question is directed at Regina. He looks at Emma, "get out of here now, homeless people are not allowed to loiter at this terminal."

Regina stares angrily at the officer. How dare he belittle Emma like that.

"Excuse me officer..." she looks at his badge "Hood, you did not allow me the chance to answer your question. I know this woman. She is not causing any trouble."

Officer Hood, looks at the two women and decides that they aren't worth the time or

the energy.

"Well then take your domestic dispute somewhere else." With that, the officer turns to leave.

Regina reaches out to grab Emma's arm, but the blond pulls back sharply. Regina sighs, "Emma please, don't cause a bigger scene. I don't want that asshole coming back here. Let's leave the terminal."

Emma looks around before nodding her head in acknowledgment.

Too afraid to have Emma pull away again, she doesn't touch her. Instead she just makes eye contact with the blond. "Follow me."

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Regina, Emma and her son make it to that upper section of the terminal. Regina looks out of the doors ahead and can see that it is snowing outside. She glances at her companions and sees that they are not dressed for the weather. This cause her to halt abruptly. She turns to look at Emma. "It's snowing, we can't go outside."

Emma looks up and sees the nasty weather. She looks at Henry and pulls him closer to herself. Looks like it is going to be a train day for them. Normally when the weather is bad out, the pair would ride the trains all day all over the city.

"Well I guess this is where we part ways then. I have somewhere we need to be."

Regina doesn't buy this for a second. "Emma, where do you live?"

She already knows the answer. She also knows that the blond is very prideful and will not tell the truth. To her surprise, Emma does.

This is it. This is why she is ashamed. She could never lie to Regina, so why start now. "I don't have a home; we are homeless."

Regina for her part, schools her features. She does not want to anger the other woman. She chooses her next words carefully. "I know that it has been a long time, and I know that you do not trust me, but you and-" She looks at the little boy. She doesn't know his name. "Henry, his name is Henry." Emma replies.

The significance of the boys name is not lost on Regina. Henry is her father's name. Unlike her mother, Henry was a kind and gentle man. He loved his daughter very much. However, he never had much of a backbone, and always did whatever Cora told him to do.

Regina looks at Emma conveying that she knows the meaning behind Henry's name. "Well, you and Henry are welcome to stay at my place."

Emma looks disbelieving at the brunette. "Absolutely not! We can stay at a shelter. We don't need your hospitality. Besides, why would you want homeless people living in your posh apartment?"

Regina looks up at the ceiling. She feels the first signs of agitation beginning to surface. "Miss Swan, I do not know what gives you the impression that I live in a posh penthouse somewhere in this city."

Regina makes direct eye contact with Emma now. "I will have you know that I live in the Bronx, in a studio apartment. That diner that you walked into, is my only source of employment. I am no better off than you. So please refrain from treating me as such."

Emma stares at the other woman. The use of her old nickname is not lost on her. It is hard to believe that Regina has been struggling as well. She knows that she should probably leave Regina, but her gut tells her not to.

Maybe this was fate. This could be a start at something new between them. Slow down Swan. She is offering you a place to stay, not her hand in marriage.

Despite her better judgment. She makes her decision. What does she have to lose. At least her and Henry can have a bath and a good nights sleep. She will stay, but only for one night.

"Okay" Emma says. Regina for her part, has a look of shock. She thought that she would have to put up a bigger fight. "Okay" she responds back.

"Only for the night, and then we are gone." Emma says in a take it or leave it tone.

Regina's shoulders deflate. She is unsuccessful at masking her emotions this time around. She will accept this one night, but it breaks her heart.

"Very well, one night." In the back of her mind, she is already scheming with ideas on how to turn one night into a permanent stay.

She does not care if she has to sacrifice every thing that she has. She is not going to let this second chance slip away. Emma and Henry have been placed in her life for a reason. With that she smiles.

"Come along, the subway is this way."


	3. Chapter 3

Thank you for all of the reviews.

Counting Stars: Chapter 3

Regina navigates the trio to the subway. It was morning rush hour in the city which makes the task all that more difficult. On more than one occasion she finds herself having to grab onto Emma's arm to keep them from separating in the crowd. She walks quickly, trying to get them to the platform. It is very cold this morning and she wants to get them onto a warm train.

The blond follows dutifully behind the brunette with Henry in her arms. She doesn't pull away or protest when the other woman grabs onto her because honestly, she has no clue where they are going. She has never really ventured to the northern borough of New York City. The touch of Regina's hand on her arm sends her senses into overdrive. The last time that they had any physical contact was the day that she had left Storybrooke. She remembers having to forcefully pry the brunette's clutching hands off of her body as she begged for her not to leave.

Emma knows that she can't focus on their past right now. She pays attention to Regina and follows her as they board an uptown train. The small car is filled to capacity and both women find themselves pressed up against the subway car door with Henry in between the both of them. It is the only space available.

The blond can feel the brunette's body heat radiating onto her. She leans her head back and closes her eyes for a moment. Regina's presence brings her mind back to a simpler time, when they would spend hours lying wrapped up in one another. You could never tell where one ended and the other began.

She is brought back to the present when the train lurches forward causing Regina to lean further into her space.

"I'm sorry" the brunette says not making eye contact.

Emma doesn't respond. She checks on Henry who is sleeping, oblivious to his surroundings. She wishes that she had his ability to sleep anywhere. She doesn't think that she has had a decent nights sleep since he was born.

The train approaches a stop which allows for a seat to empty. Regina quickly walks to the seat and sits down. Emma for her part is impressed. She doesn't think she has ever seen the brunette move that quickly; well, that's a lie. The brunette really knew how to kick it into another gear during a shoe sale. Emma follows and stands directly in front her, a smirk in place.

Regina looks up at Emma and sees the expression. She knows full well why it's there. Regina was never the most athletic growing up. This thaws some of the tension that she knows is between them. She rolls her eyes playfully. "I didn't want to lose the seat. Here sit down with Henry." She goes to stand up but the blond shakes her head.

"Can you hold him?" Emma asks. Not waiting for a reply, she hands her son over to the other woman. Being completely honest, her arms feel like they are going to fall off. She had been carrying Henry for a while now. Even though she is fully aware that things are not perfect between the two of them, she knows that Regina will not harm Henry. The brunette always had a nurturing personality; which is confirmed when she accepts him without protest.

The transition is awkward. Regina is in shock. The fact that Emma has allowed her to hold her son has to mean something. Henry wakes momentarily. He looks around and then places his head on the brunette's shoulder. This brings warmth to her heart.

She has only known that the little boy has existed for only about an hour, but she already feels this motherly instinct kicking in within herself. She clutches onto him tightly. Emma notices this and smiles faintly.

Both women make eye contact, and can see so many emotions in each others eyes. Regina goes to speak, but Emma shakes her head. Her eyes convey that they will speak at another time that isn't on a crowded train.

Regina nods her head in acknowledgement, shocked that after all of this time the both of them are still able to communicate without uttering a single word.

Knowing that they have about thirty minutes left on the train, she decides to place all of her attention on Henry.

The little boy feels like he weighs about what a child his age should. He also smells clean. Emma must really try very hard to take care of him. Regina would not expect anything less from the blond. She knows first hand what it is like to be cared for by her.

She is broken from her thoughts when Henry snuggles his head further onto her shoulder. Regina feels something overtaking her body. It feels familiar. It's a sense of wanting to take care of Emma, but somehow it feels stronger this time. She looks at the little boy and then it clicks. That pull that she feels is for Emma's son. At that very moment she knows that she will do whatever it takes to take care of him.

She smiles and for the first time enjoys her commute home.

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Emma is standing before both brunettes. She is looking out of the window, staring at the endless amounts of underground tunnel. She occasionally glances around making sure that they have not attracted the attention of anyone dangerous.

Satisfied that no one seems to be paying any mind to them, she focuses her attention on Regina. The brunette has her eyes closed, but she can tell that she is awake, just resting. She is holding onto Henry tightly with a content smile on her face.

Regina's beauty is not lost on Emma. Even though she is older, she is still as beautiful as the blond remembers. She remembers the first time that they ever met.

Flashback

Emma was fourteen and had just moved to Storybrooke, Maine with her mother Ingrid. They were originally from Boston, but Ingrid a social worker was tired of the fast paced city life and had decided that they should relocate.

During a weekend getaway with Emma, they drove through Storybrooke. Ingrid immediately fell in love with the small town's charm, and within months relocated their small family. Much to Emma's dismay.

Storybrooke was different and Emma was having a difficult time adjusting to the move. She had left the only life that she ever knew behind. Her peers at her new school had not made her transition any easier.

She was a freshman in high school and had to attend class with people who had known one another since they were babies. They teased and bullied her immensely.

Her mother had decided to open up an ice cream shop in the small town. This did not help Emma's reputation at all; as now she had to serve the very people who made her life a living hell on a daily basis.

One day, Emma was at the shop sweeping when a well dressed woman entered. She recognized the woman as the mayor of Storybrooke, Cora Mills. The woman looked around the place with a judgmental eye.

Behind her was a girl around Emma's age. She kept her eyes focused on the ground. The girl had an olive tone skin complexion. Her hair was pulled back into a single braid. She was dressed unlike the other youth in town, wearing a black skirt with a red button up shirt. Emma had never seen her before.

Ingrid heard that someone had entered the shop and made her way out front. She was startled to see the mayor. Being honest, she feared the woman. It had been extremely difficult to get the necessary permits from her to open the shop.

"Madam mayor, how may I help you?" The woman said in a tone that she hoped came off as confident; it didn't.

Cora rolled her eyes, but quickly put her mayoral mask back on. "Ah yes Miss Swan, just the person that I was looking for."

The mayor walked further into the shop. When the girl behind her did not follow, she snapped her fingers, causing her to rush to stand beside her.

"I am here because I want you to offer my daughter a job at your shop. I want her to get a sense of what it is like in the work force. Although, I hope that she doesn't grow up with the silly notion of wanting to sell ice cream."

Emma snorted and rolled her eyes, she couldn't believe this woman.

Ingrid eyed her daughter and then responded to the mayor. "While I would love to have your daughter work here, I just don't have the extra money to hire her."

The mayor stared at the other woman, trying to control the rage that she felt. "Need I remind you that the only reason why you have this sad excuse of a shop is because of me. I don't care how you make it happen, but you will hire her." She replied coldly.

Trying to put an end to the situation before it escalated any further, Ingrid agreed. "Okay Mayor Mills. Your daughter can work here. I will have my daughter Emma show her around."

The mayor turned to look at her daughter. "Well, you heard Miss Swan, go with her daughter and look around. I will wait for you in the car."

Now addressing Ingrid. "I will be expecting a call from you tomorrow so that we can schedule her hours." With that, the mayor left without waiting for a response.

Once gone, the young woman with her eyes still focused on the ground spoke. "I'm sorry Miss Swan for my mother." Emma had never heard such a beautiful voice.

Ingrid who was just happy to have the mayor out of her shop replied, "don't worry about it. Let me have Emma show you around. I didn't get your name by the way."

The brunette looked up making eye contact for the first time. "My name is Regina Mills."

She looked over at Emma, and the blond swore that her heart must have stopped beating. Regina was breathtakingly beautiful.

Emma stepped forward tripping over the broom she had been using to sweep. She looked up and saw the look of amusement on the brunette's face.

Now truly embarrassed, she spoke quickly. "Um... Yeah, let me show you around."

She didn't know it yet but Regina was going to impact the rest of her life.

End Flashback

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Emma is brought out of her thoughts with the bright lights of outside. The train was now above ground. The weather had gotten worse, it was now snowing more heavily than before.

She looked down and saw Regina's eyes trained on her. She wondered how long she had been staring at her.

The train approached a major train stop which allowed for it to empty considerably. The seat next to Regina became available. Emma quickly sat down. Her body thanking her for the respite.

She made no attempt to grab Henry as he looked so peaceful in Regina's arms.

The brunette was still staring at her.

"Emma, our stop is approaching. The weather has gotten worse. It is quite a bit of a walk from the station to my apartment. We will have to take a cab."

The blond nods her head. Before she can respond Regina continues speaking. "I have to go to the supermarket. I don't have any food at home. There is a market right next to the station. We can grab a couple of things and then take a cab." She says this in a tone that conveys that the matter is not up for discussion.

Emma feels bad that she has placed Regina in this situation. She already took off a day from work, which is most likely going to wreak havoc on her finances. Now she has to buy food for all of them, and to top it all off, they will have to take a cab.

"I'm sorry that we are inconveniencing you. You wouldn't have to do this if it was just you."

Before Regina can reply, their train stop approaches. She quickly stands up with Henry, securing his hat.

Emma follows as they get off of the train. Once outside, Emma takes Henry from the other woman so that she can lead the way. The bitter cold awakens the little boy.

He begins to fuss. "Momma, where are we? Put me down. I'm cold."

Regina glances back at the two. She can see that Henry's face is beginning to take on a pink tint due to the strong winds hitting his face. She stops walking and turns around.

She removes the scarf from around her neck and wraps it around the little boys face, making it difficult for him to continue speaking.

Emma is touched by the gesture. "Thank you" she says to the brunette. Regina simply nods her head and continues walking. Emma follows and feels a tug on her ear.

She looks at Henry. All that she can see are his expressive little eyes; the only feature of his visible due to the scarf. He is trying to speak, but she can barely understand him. She gathers that he is questioning about Regina.

"Hous dath" is what she hears.

"Who is that? Is that what you are asking?" The blond questions.

The little boy nods his head in the affirmative.

"That woman is Momma's friend. We are going to be staying at her house today." Emma replies.

Henry doesn't reply, but she is focused on Regina. They are now out of the train station and walking the short distance to the supermarket. Emma feels like every part of her body is frozen. She is ill prepared for this type of weather.

After what seems like an eternity, they make it to the supermarket. Regina grabs a shopping cart and motions for Emma to place Henry in it.

The blond places him in the cart. Once inside she removes Regina's scarf from around his face. He has an angry pout.

He glances at Regina with an inquisitive look. "What's your name? My name is Henry." He questions in a squeaky child like voice.

The brunette smiles. It is the first time that she has heard his voice. "My name is Regina." She looks at Emma. "I am your mommy's friend, it is a pleasure to meet you."

The little boy eyes her warily, but then smiles. He has his mother's same smile. This cause Regina to quickly look away. She is too overcome with emotion. She begins to walk down an aisle. Emma follows pushing Henry.

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The trio shop in silence, Regina adding items that she remembers Emma liking to the cart. She is mentally calculating everything. She knows that leaving early is going to cost her. She will have to pick up another shift somehow.

Henry looks at all of the food. His stomach grumbles audibly. ""Momma, I'm hungry."

Regina eyes Emma waiting for her response and her heart breaks with what she hears. "I'm sorry baby, mommy doesn't have any food."

Immediately after those words are uttered, Regina stops walking and steps in front of the cart.

"Emma we are in a supermarket. I came here with the purpose of buying food for us three." She says with a hint of irritation.

"Emma is not an idiot she knows this, but her pride gets in the way. "Look, you offered us a place to stay for the night, it doesn't mean that you have to feed us." She knows that her response is stupid the moment it leaves her mouth.

Regina pinches the bridge of her nose, she is upset. "I invited you and Henry into my home to stay. I extended the invitation for more than one night. I know full well what I am getting into. Answer me this, what were you going to feed him? Did you think that I would bring the both of you to a market with no intention of buying food to feed the both of you? What kind of emotionless animal do you take me for."

Emma for her part looks properly chastised. She breaks eye contact momentarily to gather her thoughts.

"Henry" the brunette says now addressing the little boy. She no longer cares if she is overstepping. "You can choose whatever you want to eat." With that she turns around and walks to the next aisle leaving a shocked blond. She never did like being on the receiving end on one of Regina's angry tirades, but damn was she turned on. Cool it Swan, she tells herself.

She begins to push the cart once again. After a moment she hears Henry speak quietly. "That woman talks funny."

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The rest of the shopping continues without event and the cab ride to Regina's is quick. Before she knows it she is in front of an old run down building.

The brunette and herself make quick work with the groceries. Regina lives on the second floor of the building.

Emma is nervous about going into Regina's home but right now the cold outside is kicking her ass, so she places them on the back burner for now.

Regina unlocks the door and leads them in. She holds her breath as she waits for Emma to take in her surroundings. Emma looks at the small apartment that Regina calls home. Regina really was not kidding when she said that she didn't live in a penthouse.

She sees a small kitchen area and what appears to be a living room. There is a small TV with portable chairs for seating. Off to the side there is a door which she assumes is the bathroom. To the right is a divider where a full bed stands.

Regina is grateful that she cleaned up the other day. Ever the hostess, she offers to take both of their coats.

Emma removes Henry's and then removes her own. She hands them to Regina. The brunette opens a small closet. She hangs up Henry's small coat, followed by the hideous leather jacket that belongs to Emma. Lastly she hangs up her own and smiles at the sight. She hopes to do this simple task many more times.

She quickly turns back to her guests. "Well it's not much, but it's home." Get yourselves settled, I'm going to put these groceries away and make a late breakfast. The remote control for the television is right there. Make yourself at home."

Henry is ecstatic. He keeps eyeing the television. "Momma can I watch T.V.?" Emma nods. She grabs the remote and sits in one of the portable chairs. She motions for Henry to do the same.

She doesn't want to get too comfortable. It will just make it harder for her to leave tomorrow. She turns on the television.

It is still early and Emma is trying to find something suitable for Henry to watch. So far she has only seen news channels. She sees the New York City mayor who seems to be holding a press conference. She stays on the channel and raises the volume, just in case if Regina wants to listen.

The mayor has a look of great concern on his face. "The city of New York as we speak is being hit with a winter storm of epic proportions. We are asking all city residents to buy food and then remain indoors. Our city is shutting down. All transportation will end at 1:00 pm. Everything will be closed until this storm is over. It is not safe out there. We are asking the homeless community to check into shelters immediately. Please take caution. Do not go outside."

Shit, Emma thinks. She was going to leave in the morning. Now she is stuck for God knows how long with Regina. How was she supposed to make a clean break.

In the kitchen, Regina listens to the news report. She opens a cabinet and smiles. She knows that Emma is trapped. She won't be leaving tomorrow. She doesn't know when she will be leaving now. What she does know is that time is now on her side, and she will make the most of it.

She will make sure that Emma and Henry will not be leaving once this storm is over. She looks over into the living room and sees Henry watching cartoons and Emma slumped in a chair.

She looks up at the ceiling and whispers, "Thank you Mother Nature."

Next chapter will give more backstory on Emma and Henry. Also we will find out what happened five years ago.

Happy Thanksgiving

Please Review


	4. Chapter 4

Counting Stars 4

Thank you for all of the reviews!

Long chapter ahead.

The sound of Henry's laughter can be heard throughout the tiny apartment. He is highly entertained with the cartoon channel that Emma has found. It was a rare occurrence for the little boy to be able to watch television as he and his mother were always on the move.

Emma who is behind him in her chair watches her son with happiness. It has been a long time since she has seen him this way. Hell, she might just take up Regina on her offer to move in just so that Henry can have access to cartoons.

They had been at Regina's apartment for about an hour. The brunette had been fixing breakfast for about half that time. From the smell coming from the kitchen, it was Regina's famous apple pancakes. Emma had not had them in five years. They were her favorite.

The brunette was trying her hardest to be the best host to her guests. This was not lost on Emma. She could see all of the effort that she was making.

As Emma sat in the living room, she began to think about her predicament. For lack of a better word she was "trapped" in Regina's apartment for the next several days. She glances out of the window and can barely make out the outside world due to the amount of snow that is falling.

If she was going to be forced to stay at the brunette's home, then she was going to make an effort to be nice. She could do that right? Maybe they could go the entire time living in the present. Yeah right, who was she kidding? She knows that eventually the past will come up. Maybe that was a good thing. They could discuss everything and part ways on good terms.

Emma didn't know what the next couple of days were going to bring. What she did know was that she was going to just go with the flow.

She looks over her shoulder and watches Regina as she goes around the kitchen preparing breakfast. The sight brings conflicting emotions to Emma. It could have been like this all along. Why did everything go to shit?

There was no doubt that Emma was still madly in love with Regina. She had never stopped. The brunette had consumed every thought that Emma had that was not about Henry.

Emma reclines in her chair and closes her eyes. She is tired. She swore that she would not get comfortable in Regina's home. There is a big part of her that wants to stay and try to repair all of the damage; but there is another part of her that wants to leave.

The warmth of the small apartment is comforting to the blonde and soon she falls into a light sleep. She is asleep for no more than ten minutes when she feels her son poking her left cheek.

She opens one eye and stares at Henry. "Quit it kid." She says while pushing his hand away.

Henry giggles and then pokes Emma's other cheek. The blonde grabs his finger and pretends to bite it causing the little boy to laugh with joy.

Emma picks up Henry and places him on her lap. She kisses the top of his head and whispers into his ear; "do you like it here?"

The little boy nods, "Gina nice. It's warm and TV."

The blonde smiles and stands up replacing Henry in his seat. "I'm going to go check on breakfast."

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Regina is so happy that she could click her heels. Truthfully, she fucking hates snow. Growing up in a small New England town she had experienced some of the harshest snow storms in history. However today she welcomes the inclement weather with open arms.

She has been alone for so long, that she doesn't know what to do with herself. The sound of Henry's laughter has her smiling so much that her face hurts.

Regina had just finished cooking apple pancakes. She made them as a peace-offering. She knows that Emma used to love them back when they were dating.

Regina was not an idiot. She knows that while she is happy about their current situation, Emma is not. Regina knows that she has an uphill battle ahead of her. She has to come up with a game plan; but first she has to feed her new little family.

Regina prepares three plates and is gathering some cups when she feels eyes on her. She turns around to find Emma staring at her with a smile on her face. The sight causes a smile to form on her own. She is unable to recall when was the last time that she received a genuine smile from the other woman.

"You made apple pancakes" the blonde states with glee.

"Well you used to enjoy them immensely back then, I hope that you still like them." Regina says while taking out a carton of juice from the refrigerator and opening it.

Emma steps forward and attempts to grab the carton of juice from the other woman. Their fingers graze one another; the sensation causes Regina to mishandle the carton. It slips from her grasps and its contents spills down the blondes shirt.

"I am so sorry Emma" Regina says as she rushes to pick up the carton before anymore juice is wasted.

Emma quickly pulls off the flannel shirt she has on revealing a white tank top.

The brunette who is wiping up the spilled juice looks up and is met with the view of Emma's strong arms. Her eyes to glaze over momentarily. She knows that she is staring, but she can't help it. Emma was always sexy. Seeing those arms in front of her just confirms it.

Emma looks down at her tank top to see that it also is wet.

"Shit, I don't have another clean shirt" she says in an irritated tone.

Regina who is still admiring Emma's toned arms, hears that the blonde is talking and comes back to her senses.

"I'm sorry, what was that?" She asks stealing one last glance.

Emma notices that Regina is staring, but says nothing. It actually feels kind of nice to know that the other woman still finds her attractive.

"I said that I don't have another shirt. All of my other ones are dirty. I have to do laundry." She says pulling her tank away from her skin. She doesn't like the sticky feeling.

"Not a problem. In the dresser over by the bed are some shirts. I'm sure that they will fit." Regina states pointing at the dresser.

"We can put your things in the wash after breakfast. There is a washer and dryer in the basement. Go switch your shirt. I will bring the food out. It is getting cold."

Emma walks over to the dresser and pulls open one of the drawers. There are about six t-shirts neatly folded. Regina sure has changed. Jeans? T-shirts? She used to have to beg the brunette to wear anything other than a dress shirt.

The blonde looks at the shirts and comes across an old faded Guns N' Roses band tee. That was her old shirt. She had left it at Regina's house after their first night together. She kept it after all of these years.

Emma hears Regina speaking to Henry about the pancakes and quickly grabs the shirt. She puts it on and returns to the living area. She decides not to make a big deal about the shirt.

Regina who is watching Henry eat sloppily, nearly chokes when she sees the shirt that Emma has chosen. She begins to blush.

The blonde flashes a knowing smirk before sitting down and grabbing her plate. "You know, this shirt still fits the same."

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The trio had finished breakfast about a half an hour ago. While Regina was happy to have the Swans in her home, she was not happy to see that Henry had acquired his mother's atrocious eating habits. He had managed to get syrup all over his face and clothes requiring a bath which his mother is currently giving him.

Regina can hear what sounds like a water ride at a water park in her bathroom. Henry's squeals of pure joy can be heard all over the apartment. What on earth could be so fun about bathing she thinks to herself.

The brunette is cleaning up after their breakfast when out of the corner of her eye she sees a flash of skin.

She turns the sink faucet off and turns around to find a naked Henry running wild while a poor soaked Emma chases after him with a towel. It is clearly apparent that the little boy is in the middle of a full blown sugar rush.

Regina leans against the sink and watches the scene unfold before her.

"Come here you crackhead." Emma says while trying to corner the naked child. She is two steps away from him when he jukes her and switches direction.

"Never momma!" Henry yells while shaking his butt in his mother's direction. This causes Regina to laugh.

Emma hears the brunette's laughter and turns to look at her.

"Don't just stand there, do something."

Regina shocked that she is being asked for assistance thinks for a moment and then goes into the cabinet and removes a box of animal crackers that the boy had chosen at the supermarket.

She shakes the box and clears her throat.

"Oh Henry, I have animal crackers do you want some?

The boy stops momentarily to look in Regina's direction, but begins to run when he sees his mother advancing.

Regina moves to block off access to the hall leading to the bathroom. She tries again.

"Henry don't you want some animal crackers. I know that they are your favorite."

Henry completely ignores her this time, but she is determined to win this game.

"Oh well, I guess I will have to eat them all by myself."

This grabs his attention. Henry stops and begins running to Regina, completely forgetting that Emma is off to the side. When he is about three feet away from the brunette, Emma springs into action grabbing the boy and raising him high into the air.

Henry squeals in delight. Regina picks up the discarded towel and covers him up. Emma begins to dry him. He calms down realizing that playtime is now over.

Regina continues to watch the other two for a moment when she remembers.

"Emma, when you are done please gather all of the clothes that you want washed so that I can take them downstairs. Is it okay if I place some of my own clothing in the same wash?"

The blonde nods, not taking her eyes off of her son. She is afraid that he will make a run for it once again.

Regina isn't sure what Emma has agreed to. She assumes that it is to both, so she makes her way to the bathroom to collect her dirty clothing from the hamper. The sight before her nearly gives her a heart attack.

There is water and soap bubbles covering nearly every inch of the bathroom. The brunette looks at the disaster that is her bathroom and let's out a yell.

"SWANS!"

In the living room both mother and son look at one another with identical looks of guilt.

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Henry had been down for a nap for the past hour leaving his mother to clean up the mess in the bathroom. Regina was in the basement doing laundry.

Emma sat in the living area watching the television at a low volume. Henry was not far away on Regina's bed. The blonde wonders how their sleeping arrangements will work later on tonight. There is only one bed. She will definitely be sleeping on these chairs. Regina and Henry can take the bed.

She is brought out of her thoughts when Regina enters the apartment with their clean laundry. She sits down next to the other woman and begins to fold the clothes.

Emma stares at the basket filled with their mixed clothing and smiles. She wishes that this was a common occurrence. It would be if she would just accept the brunette's offer.

"Hey, let me help out" she says while grabbing one of Henry's shirts.

They are folding in silence for about five minutes when Regina begins to speak.

"So I know that because of the weather you will have to stay here longer than you expected. I'm sorry about that." She wasn't truly sorry, she just knows that it is what Emma wants to hear.

Emma stops folding and looks at the brunette. "I just feel like it would be better if we didn't stay."

Regina doesn't meet the blondes eyes. "I want you both to stay Emma, please."

This response angers the blonde. "Yeah well I wanted a lot of things too, but we don't always get what we want."

She hears the sharp intake of breath from the other woman. She knows that her statement hurt.

"I'm sorry Regina. It's just hard to let go of the past and move on. I don't want these next couple of days to be awkward between the both of us." She says while trying to make eye contact with the brunette.

Regina has her eyes trained on the basket of laundry. Emma reaches out and places her hand on Regina's face turning her head to face hers.

Emma's fingers feel like small electric shocks to her heart. She immediately makes eye contact with her.

"I'm sorry. Let's try to make the most of this okay. We were friends first." Emma says not removing her hand.

Regina is unable to help the fact that she leans into the other woman's hand. "All I ask is that you consider my invitation to stay."

The blonde removes her hand and resumes folding the clothes. "I'll think about it."

Regina tries to contain her smile, but she is bursting with joy. Emma notices and playfully rolls her eyes. She goes to make fun of her but yawns instead.

"Emma, why don't you go and take a nap with Henry. I can fold the rest by myself." Regina says while taking the horribly folded shirt from the blonde.

Emma shakes her head and reaches into the basket removing a pair of Regina's underwear.

"Hell no and miss folding shit like this." She says while waving the thong in the air. "These are rather sexy Miss Mills."

Regina snatches the underwear out of Emma's hand. She likes the fact that Emma is joking around. Maybe this won't be so bad after all. She decides to do a little playing of her own.

"Who knows maybe if you stick around you might just see this pair on me."

Emma is silent and Regina begins mentally reprimanding herself for her comment.

"That would be awesome." Is the blondes only reply. With that she stands up and makes her way to Regina's bed, knowing that she won this battle.

Regina is shocked by the comment but remains silent. She watches as Emma removes her boots and then her jeans revealing smooth creamy skin in plain sight of the brunette. She was never one for modesty. She senses the other woman's eyes on her.

"I don't want to get in your bed with my jeans on, they're dirty."

Regina stands up and goes to respond but is met with a sleeping Emma. She fell asleep as soon as her head hit the pillow.

The brunette shakes her head staring adoringly at the duo on her bed. She pulls the covers over them and picks up Emma's jeans off of the ground. She looks back at the both of them and impulsively kisses the blondee's forehead. It is quick and she immediately retreats to the living area.

Emma smiles once Regina is gone.

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Emma is awoken by the sound of both Henry and Regina's laughter. She looks at the alarm clock and sees that it is almost five in the evening. She had been sleeping for about four hours. She sits up and goes to put on her jeans but doesn't find them.

She calls out "Regina?"

The brunette gets up and walk over to her bed. "Yes"

"Where are my jeans?" Emma asks in a playful accusing manner.

"Well Miss Swan you did say that they were dirty, and where do we place dirty clothes?" Regina responds in her own playful way.

"Still a smart ass I see." Emma says with a roll of her eyes.

"Always"

This cause the blonde to laugh. "Well can you at least bring me a clean pair. I can't walk around in underwear you know."

"While I would not be opposed to that, it is rather cold out." Regina replies cheekily. "However, why don't you go take a shower."

"What, do I stink?" Emma asks smelling her armpits. Regina rolls her eyes disgusted by the other woman's actions.

"No you do not smell," Regina replies. "I just know that you like to shower after a long nap. I already placed a towel in the bathroom for you."

Emma is shocked that Regina remembers little things like this.

"I also placed all of your belongings in a drawer."

Emma does not respond. She is not okay with that. It seems too permanent. She gets up and walks to the bathroom leaving Regina behind.

Regina knows that she has made a mistake. She should have asked Emma before moving their clothes to a drawer. She will apologize to the woman when she finishes her shower.

Her phone rings causing the brunette to go to answer it.

She looks at the caller ID and sees that it is Granny calling. Shit, she is in trouble for leaving early today. With a deep sigh she answers the phone.

"Hello."

"Yes hello Regina is that you? It's Granny calling."

"Yes Granny it's me. Before you continue I want to apologize for leaving this morning. I wasn't feeling well-"

"Child" the older woman interrupts. "I know they you weren't sick. Ruby tells me that some blonde woman and her son showed up at the diner before opening and that you ran out after them"

That bitch Regina thinks. "Yes I apologize. That woman is an old friend of mine from back home. We haven't seen one another since I moved here. I won't do something like this ever again." The brunette replies apologetically.

"Say, would this blonde have anything to do with you moving here." Granny questions knowingly. Before Regina responds the other woman continues.

"Either way it doesn't matter. I had to close the shop early due to the weather. I'm just calling to let you know that the diner will be closed all weekend."

Regina sighs, while she is grateful for a couple of days off, she is concerned about her finances.

Sensing this Granny continues. "Don't worry about your shifts. These are paid days off. I'll even pay you for today. Consider it an early Christmas present."

Regina is extremely grateful. "Thank you so much, you have no Idea how much this helps."

"Of course child, you have a family to feed now. Well, I will let you go and Regina; don't mess this up."

With that Granny hangs up leaving a stunned Regina on the other line. How can Granny know every thing she wonders.

She comes back to her senses when she hears Henry sneeze three times in succession. She walks over to him and sees that his eyes are all watery. He is coming down with a cold she presumes. She will have to tell Emma.

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The rest of the day passes by without incident. Emma for her part is very quite. No one speaks except for Henry, who has gotten progressively worse since earlier in the day. He is now sleeping for the night in the middle of Regina's bed.

Both women are in the living area, Emma is watching the nightly news while Regina sits next to her reading a book.

It is late and Regina is tired. She places her book down and stands up. "I'm heading to bed" she states.

The blonde turns off the television. "Well I'm sleeping out here so goodnight I guess."

Regina looks at the chairs and then at Emma.

"Don't be ridiculous Emma. You cannot sleep on these chair. They are uncomfortable."

"I've slept on worse" is the only reply from the blonde.

Regina sighs. "While that very well may be the case, you will not be sleeping on these chairs tonight. We can share my bed"

Emma begins shaking her head already beginning to protest, but Regina continues.

"Look, we can place Henry between the both of us if it is that big of a deal. All I know is that when I return from the bathroom, you better be in bed."

She begins walking to the bathroom leaving Emma in the living room.

Emma sits there for a second before mimicking the brunette. She hears from the bathroom.

"I heard that."

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With Henry in between the both of them. Both women fall asleep. For Emma it is not a peaceful one. She is stuck in a nightmare that she has frequently.

Flashback

Emma and Regina had been together secretly for two and a half years. Although Emma was not entirely okay with the secrecy she understood why it was necessary. Storybrooke was a very small town, inhabited by very small minded people. Both girls resided in a very homophobic town. Their ring leader; Mayor Cora Mills.

Regina had been working at the ice cream shop for three years and had never missed a day. She loved working there. It was her favorite part of her day. She was able to be herself and more importantly got to spend time with the love of her life.

They hadn't gotten together right away. They had slowly gone from strangers to co-workers and then friends. Actually, Emma was Regina's only friend and vice versa.

They became the best of friends much to the dismay of both of their mothers. Cora did not like Emma not one bit. She felt that the blonde was beneath her daughter and did not want Regina socializing with her outside of their job. Ingrid did not have a problem with Regina. She just did not want her daughter to have to deal with the problems that came with being friends with her.

Unbeknownst to both mothers, their daughters friendship had secretly blossomed into a great love.

It was the end of the summer and both girls had graduated from high school a couple of months earlier. Regina would be attending Yale that fall while Emma would stay behind and continue to work at the shop to save up enough money to attend film school in Connecticut during the spring semester.

Emma was at the shop waiting for Regina one Monday morning. They had the same routine. Emma would open the shop and wait for Regina to arrive so that they could start the day. Ingrid rarely came by nowadays because both girls did a very good job running things.

An hour passed and Regina had still not arrived, which was odd for the brunette. She was never late.

Emma tried calling her cell phone, but there was no answer. Another hour passed and now the blonde was extremely worried. She closed the shop and hopped on her motorcycle that her mother had given to her as a graduation present. She had decided that she would head down to the mansion on Mifflin to check on Regina.

It was a short ride before Emma found herself in front of the mansion. She had only been inside once the previous weekend.

Regina's parents had been on a business trip and left her in town alone. Both girls had made the most of the time and Emma had spent the entire weekend at the mansion.

Emma could see that the mayor's car was not in the driveway, which was a relief. The woman scared the crap out of her.

The blonde approached the big wooden door and rang the door bell. After a moment, Henry Regina's father opened the door.

Emma knew that Henry was nothing like Cora and was comfortable speaking with him.

"Hello Mr. Mills. I'm here because Regina never showed up for work. Is everything alright?"

The older man stared at Emma for a while before he spoke.

"Emma, you should not have come here. Regina is sick and won't be coming back to the shop."

Emma was shocked. The brunette was just fine yesterday when she left work.

"With all due respect Mr. Mills, Regina was fine yesterday. What is going on?"

Henry sighed before he spoke. "She is upstairs in her room. I will allow you to go up and see her, but you cannot stay for long. Cora will be back soon.

He let Emma in before motioning for her to remain still. He went off into a room and came back quickly. "Okay you can go up."

Emma trying to play the part feigns ignorance. "Um, which room belongs to Regina?"

Henry looks at the blonde sadly before he says "You already know which one is hers." He goes to stand by the door to look out for his wife.

His response scares Emma. She tries to run up the stairs as calmly as possible.

Emma knocks on the door and does not wait for a response before opening it. The room is dark. Regina has not opened her drapes today.

Emma flicks on the light and sees Regina in bed under her blankets with her back towards her.

Emma quietly makes her way towards the other woman and gently sits on the bed. She places a hand on her girlfriend's back. "Baby."

Regina quickly turns around and hugs onto Emma so tightly that it hurts. She immediately begins to sob.

Emma hugs back for a moment before she pushes Regina back.

When she is able to fully see her, rage consumes every fiber of her being. Regina's upper lip is badly hurt. She is able to see swelling and what appears to be stiches.

"What did that bitch do to you!" She yells.

"She knows about us Emma." Regina replies.

Emma let's out a breath. "How?"

"She wired the entire house with video cameras. She saw our entire weekend together." Regina begins crying again.

"She was so upset Emma. She hit me so hard in my mouth and caused this. She had Dr. Whale come over on a house visit to stitch me up last night. She said that I was not going back to work at the shop and that I could never see you again."

Regina launches herself back into Emma's arms. The blonde reclines back stretching out on the bed. She kisses the top of the brunette's head.

"Regina we have to get outta cannot continue to allow your mother to ruin your life. Look she is forcing you to go to Yale for Christ sakes! You don't even want to go to college." Emma states angrily."

"Emma I'm afraid. I don't know what to do. I can't just leave."

"Yes we can, and we are going to." Emma states standing up. "Look we can leave to New York. We don't have to stay here."

"Here's what we are going to do. I am going to go home and pack a small bag. You do the same. Leave your phone here. Tomorrow morning I will come by and pick you up. We will get on my bike and leave town. Okay?"

Regina looks lost and withdrawn. "Emma, we can't do that. They will find us. We don't even have any money."

Emma looks at Regina. "I have the money that I was going to use for film school saved and you have your savings account. Please baby let's do this."

Regina sits up and then speaks. "Do you think that this will really work."

Emma sits back down and grabs her girlfriend's hands bringing them to her lips. "Do you trust me?" She questions.

Regina stares lovingly into Emma's eyes. "With my life."

Emma rushes home soon after their conversation, quickly getting everything ready. During dinner later on that evening Ingrid can sense that all is not right with her daughter. When she questions her, Emma begins to talk about Regina. This angers the older blonde. She does not want Emma involved with her. An argument breaks out between the two with Emma stating that she is leaving the house. That is the last time that she sees Ingrid.

Emma wanders the streets of Storybrooke all night waiting until the early morning. It had begun to rain.

Once morning arrives, Emma rides her motorcycle to Regina's house parking somewhat down the street. Regina is waiting for her but she doesn't have a bag packed. Emma approaches her.

"Where are your things? We have to go."

Regina looks at Emma with sadness in her eyes. "I can't go. Emma we are making a mistake. Let's forget about this."

The brunette doesn't think that she had ever seen Emma so upset as she is now.

"Forget the whole thing" Emma whisper yells. "You know that if we stay here our relationship is done right? You are leaving next week to go to a school that you don't even want to go to. Please tell me that this is a joke."

Regina had begun to cry while Emma was speaking. "Please Emma. We can carry on with our original plan. Remember I'm going to Yale and you are going to move to New Haven in January for film school. See we can still be together."

"You fucking coward" Emma yells. She turns to leave but the brunette grabs onto her. "Please baby give me time."

Emma forcefully pushes Regina away. "No I'm leaving this fucking place. I don't belong here. WE DON'T BELONG HERE! I'm giving you one final chance are you coming with me or not?"

Regina is able to see all of the hurt in Emma's tear rimmed eyes. The rain had begun to fall more heavily now. She lunges forward and grabs onto the blonde's leather jacket.

"Please baby, don't go. Don't leave me here. Please stay."

Emma rips Regina's hands off of her jacket. She shakes her head sadly at the other woman. She is numb and in disbelief. She feels as if her world is ending at that moment.

She steps away and walks to her bike. She glances at Regina one last time and puts on her helmet. She starts up her bike and takes off leaving a distraught Regina behind.

As she drives past the Storybrooke sign she throws her cell phone at it in anger.

End Flashback

Emma jumps up out of her sleep. She looks around at the unfamiliar surroundings. She sees Henry next to her snuggled with Regina.

She has to get out of here. She gets out of bed and quickly puts on her clothes. She walks to the living area and sits down. She stares out of the window into the snowy night trying to collect her thoughts.

Emma left Storybrooke that morning and did not look back. She reached New York and stayed in a hotel. She cried herself to sleep that night.

It took her a couple of weeks to get settled. She found an apartment on Craigslist that she shared with two other roommates. She was able to get a job bartending that paid pretty well.

She was doing okay for herself, but nothing seemed to fill the void that Regina had created. The blonde would drink every night to numb the pain.

One morning she woke up and found her co-worker Neal in bed with her. A month later she found out that she was pregnant. When she told him he had her fired from the bar.

Once her roommates found out that she was pregnant, they kicked her out. They were young and didn't want a child in their apartment.

Emma could not find another job or another place to live and spent all of her savings on different hotel rooms. She had to sell her bike for pennies.

She gave birth to Henry alone and moved into a shelter soon after he was born. She was never able to hold onto a job or get a place of her own.

She had hit her rock bottom and now she had a son to support. She was alone and had no idea where her life was headed. Not once did she ever consider going back to Storybrooke.

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Regina wakes when she hears some noise coming from the living area. She looks over and sees that Emma is no longer in bed. She sits up and checks on Henry. He is still out cold. She gets up and walks to the other side of her studio. She finds Emma staring blankly out of the window.

She approaches cautiously and sits next to the blonde. Emma doesn't even flinch. They sit in silence for several minutes when the blonde speaks.

"Why did you stay?" She asks quietly.

Regina didn't know what she was expecting, but it wasn't this. Emma is still not making any eye contact.

"I was afraid" is the only reply that seems fitting.

Regina continues. " I was afraid that things would not work out. I thought that my mother would find us and harm you and drag me back to Storybrooke. I thought that we would struggle heavily. What would two kids like us have done in a place like this."

Emma doesn't respond. Both women continue to stare out of the window.

"We would have been together."

Regina startled by the sound of Emma's voice looks over at her, but Emma is still facing the window.

"I loved you so much. I would have sacrificed everything for you, and I did. All I wanted was for you to realize that I was enough for you. You had nothing to fear; I would have protected you."

Regina remains silent, not wanting to stop Emma from speaking.

"How long have you been here?" Emma questions.

"Five years."

Emma closes her eyes. "Me too."

"I don't regret leaving you know. I wouldn't have Henry if I would have stayed. I just wish that I could give him a better life."

Regina nods her head. "I'm sorry. I was a coward. I should have been stronger. I allowed my mother to control my life for way too long."

"How did you end up here?"

"Short version. I grew tired of my mother's bullshit and left. I really hated Yale."

Emma chuckles. " I told you that you would hate that school."

"Emma, do you ever think that you can forgive me? Regina questions. She is afraid of the response.

"I did some time ago. Every time that I slept in a shelter I thought about you and how I would never want you to ever experience something like this."

Regina let's out a breath that she did not know that she was holding. "Thank you."

"Some pair we make huh. Two broke girls." Emma states.

"Why won't you stay with me if you have forgiven me?" Regina questions. The blonde's thought process makes no sense to her.

"Honestly, because I am afraid of being hurt again by you. You broke my heart. I don't ever want to feel that pain again." Emma responds now facing the brunette.

"I am still in love with you Regina. I never stopped loving you, and that is what scares me."

Regina is shocked by Emma's confession.

Emma glances over at Henry. He looks so comfortable. She know that she has to do what is right for her son and put her feelings aside. He deserves a home. She looks at the window and sees massive amount of snow that has fallen. Her fear of the unknown scares her.

"Anyway, like I said earlier. I will think about it."

"I'm willing to put everything aside and be your friend. Even though I feel the way that I do about you, we are only friends." Emma continues.

Regina jumps out of her chair and launches herself at Emma sitting on her lap. She hugs her tightly. After a moment the other woman returns the hug.. She pulls back and stares into Emma's eyes.

Emma has a look of amusement on her face. "I did just mention that we are only friends right?" This earns a laugh from Regina. "Friends hug."

She stands up and grabs Emma's hand pulling her out of the chair. "Come on let's go back to bed."

Emma follows and both women crawl back into bed. They both adjust themselves around the sleeping boy.

The blonde feels sleep pulling at her eyes, but just before she is about to give in she hears Regina.

"I never stopped loving you either."

Please Review


	5. Chapter 5

Thank you for all of the reviews and to the followers.

All mistakes for this chapter belong to my wife because she was rushing me to hurry up and post.

Counting Stars: Chapter 5

The first thing that Emma sees when she wakes up the following morning is wild untamed brunette hair. She is used to this. She gently pats the head that is snuggled underneath her chin and kisses the top of it. She loves cuddling with her son. She closes her eyes once more, thinking about how heavy Henry has gotten.

Her eyes quickly open again when she realizes the stupidity of her thought. She can hear that Henry is in the living area watching cartoons. She glances down and sees that it is Regina who is snuggled closely her body. The other woman is oblivious to her position. When did they end up like this? She glances at the alarm clock and sees that it is almost nine in the morning.

Emma remembers all of the times when the former couple used to sneak around. They would close up the ice cream shop and take long lunches; driving to the woods in the outskirts of town. There, they would spend the entire time on a blanket just like this talking about their future together. They were madly in love.

The warmth of Regina's body makes her feel so many things, primarily arousal. She hasn't shared a bed with anyone besides her son in so long. The other woman had been back in her life for twenty-four hours and already had Emma's hormones a complete mess.

Regina wore a long sleeve shirt and a pair of sinfully short sleep shorts to bed. Sometime during the night the blanket had fallen off of them revealing the brunette.

Emma looks at Regina's body. It was still the same after five years; sexy as hell. The blonde tries to calm herself down. She has to remind herself that they were friends. Nothing more.

She tries to carefully reposition the brunette onto her side but the task is proving to be quite difficult. After several unsuccessful attempts, Emma throws her head back in frustration. Regina was dead weight when she was asleep.

Left with no other choice, Emma tries to wake up the other woman. She gently rubs her back.

"Regina."

"Regina, wake up."

There is no response from her.

Emma tries a little more forcefully this time. She begins to nudge Regina in her side.

"Regina, wake up."

This seems to do the trick, as Regina begins to move. However her movement is to not get off of the blonde, but to get more comfortable. She drapes her leg over Emma.

"Just a few more minutes baby." The brunette says sleepily snuggling further onto Emma.

Emma is paralyzed in shock. It felt so good to be called baby again, but she knew that the other woman was sleeping and had no idea what she was saying.

She didn't respond to Regina last night. Her confession as they were drifting off to sleep was too much. It was one thing for Emma to admit her feelings, but it was different to know that the brunette felt the same way.

Emma knows that she has to be careful. She needs to guard her feelings. If she doesn't, then it will create a problem.

She feels pressure on her bladder signifying that she has to use the bathroom. Not trying to have a repeat of a couple of minutes ago. Emma wraps her arms around Regina and quickly flips them over so that she is on top of the other woman.

With the brunette now on her back, Emma glances down at her. She is so beautiful she thinks. The blonde gets up and makes her way to the bathroom.

Once the bathroom door closes. Regina sits up and stretches with a smile on her face. "That was fun" she says aloud. She was awake the entire time. She had woken up before the blonde and saw the position that they were in. She made no attempt to correct it, loving the feeling of being next to Emma.

She gets out of bed, throwing on her robe and makes her way to the kitchen to start a pot of coffee. She hears coughing coming from the living room and sees Henry in one of the chairs. He looks miserable.

Once the coffee is going, Regina walks over to him. Henry looks up at her with sad little eyes.

"Do you feel sick baby?" She questions while placing her hand to his forehead. He is burning up.

"I feel icky." Henry replies. He has gotten worse since last night. He needs medicine, which she has none of.

"Gina I don't feel good." The little boy says with tears in his eyes.

Regina immediately picks him up. He snuggles his head onto her shoulder. She walks to the bathroom and knocks on the door.

"Emma open up."

The blond opens the door and stares at Regina expectantly.

"I believe that Henry has come down with a cold. He doesn't feel well. He needs medicine and I don't have any." Regina says while rubbing a soothing hand on the little boys back.

Emma steps out of the bathroom and takes Henry into her arms. "What's going on bub? What are you feeling?"

"I feel icky Momma." Henry says clinging to his mother.

The blonde looks at Regina with eyes full of concern. "Where are we supposed to get medicine in weather like this?" She questions.

Regina thinks for a moment before answering. "I don't know what is open. He needs more than just medicine." She places her hand on his head again. "He has a fever."

Emma sighs in an irritated manner.

The brunette sees the concern on the other woman's face and tries to think of something.

"Well, I will call the pharmacies in the area and see if by the graces of God any of them are open. Why don't you put Henry in bed and face the TV towards him."

Emma nods and heads towards the bed. Regina walks to the kitchen and grabs her phone. She goes to the living area and looks our of the window. There is so much snow. To make matters worse it appears that the streets have not been plowed.

She checks the internet and finds several pharmacies which she begins to call. All of them are closed except for a big chain location that is about a mile away from her house.

Regina doesn't know how they will get there. All public transportation had been suspended the day before. Vehicles were banned from being on the road. They would have to walk.

They could never do such a walk like this with Henry. One of them would have to stay with him.

Sighing deeply, she makes her way to her bed and sits down on the other side of Henry.

"Well there is only one pharmacy open. God bless the slave driver who forced those employees to commute in such hazardous conditions." Regina says while unbuttoning Henry's sleep shirt. He is beginning to sweat.

"How far away is it?" Emma questions.

"About a mile give or take. We would have to walk. There is no way that Henry can' go out in this weather. One of us will have to stay with him. That one of us being you."

"Hell no! You are not going outside. I will go." Emma says in an angry tone.

Regina leans her head back. She knew that Emma would not like this idea. "Well then, what do you propose that we do Emma? You do not know the area and Henry is unable to go out."

"Don't you know any home remedies? Old wives tales? Can't you conjure something up?" The blonde questions unrealistically.

The brunette rolls her eyes. "Miss Swan, I am a waitress, not a witch doctor. I cannot conjure up a damn thing. Let us think rationally here."

The two women sit in silence when a thought enters Regina's head. "My next door neighbor might be willing to look after him while we are gone."

Emma shakes her head in the negative. "Nope, I am not leaving my son in some strangers house. Not happening."

Regina exhales sharply. "Trust me, I would not have made the suggestion if I did not believe it to be a good woman, Mary Margaret is her name, would not harm a fly. She is sickly sweet and has an incessant penchant of discussing the trials and tribulations of her prized Beanie baby collection. She has always tried to befriend me. Quite the gossip that one. She is never able to keep a secret"

The blonde thinks for a short while before she speaks. "This is safe right, because I will kill that bitch if she does anything to him."

Regina stands up and grabs Emma by the arm and pulls her up off of the bed. She leads them out of her apartment, not caring about their current state of dress, and knocks on her neighbour's door.

After a second the door swings open to reveal a woman around their age with a pixie haircut. She looks at Emma and then at Regina and smiles widely. "Hello neighbor what brings you here."

Regina rolls her eyes at the woman, but then quickly gives a forced smile. "Mary Margaret, we are sorry to bother you, but I need to ask you for a tremendous favor"

The short-haired woman has a look of great pride on her face. "Yes anything Regina. I will always help out someone in need. What can I do to help?"

Even Emma has a tough time containing an eye roll. Regina looks at the blonde in an I told you so manner before she speaks. "My friend's son has come down with a cold and needs some medicine. I don't have any on hand, so we will have to walk to the nearest pharmacy. We were wondering if you would be able to stop by and watch him while we are out."

Mary Margaret respond immediately. "Say no more. I will be right over. Go on get dressed. I'll stop by in about twenty minutes." With that she steps back into her apartment and closes the door.

Regina leads Emma back into the studio. Once inside she pours them both a cup of coffee. They sit in silence for a moment.

"What is a woman like that doing in a place like this?" Emma questions in a state of disbelief.

"She works at the local school as a teacher. She is very annoying, but she is a very caring woman." Regina glances at the clock and then back at Emma.

"We should hurry and get dressed. Mary Margaret will be here soon."

Both women quickly get dressed. Regina making sure that both are dressed in several layers of clothing. She lent Emma a hat, scarf, and a set of gloves. She is concerned because all Emma has for outerwear is a leather jacket.

Emma is sitting with Henry on the bed explaining the situation to him. "Momma and Gina are going to go outside and buy you things to make you all better okay. Gina's friend is going to come over and stay with you for a bit."

The little boy nods his head weakly. Emma felt so badly for him. It was never any fun being sick.

She stands up to put on her leather jacket when Regina pushes her playfully into the nearest wall. She stands in front of the blonde invading her personal space.

"I should skin you alive for calling that insufferable woman my friend." She says in an icy tone.

"Do your worst, your majesty." Emma says enjoying this moment more than she should.

Regina let's out a seductive laugh. "You couldn't handle my worst Miss Swan."

The doorbell rings alerting both women that the school teacher has arrived, prematurely ending their playful moment.

Regina opens the door and pushes Mary Margaret into the hallway before she can enter. She closes the door behind her.

"I want you to know that the little boy inside that apartment means everything to me. If I find that one hair on his head has been harmed. I will tie you up and with all of the joy in the world dismember every one of your Beanie babies before setting them on fire. Are we understood?" Regina questions with an evil smile on her face. The other woman quickly nods.

"Great. My phone number is on the fridge in case of an emergency."

The brunette opens her door and ushers in a scared Mary Margaret.

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Regina and Emma are in the building vestibule mentally preparing themselves for the long arduous trek to the nearest pharmacy. Regina appears to be whispering a silent prayer.

Once done she turns to Emma and double checks the blondes outerwear.

"As discussed we will try to complete this adventure as quickly as possible. There will be no lollygagging and if I am hit with one snowball; I will murder you. Are we clear?"

Not waiting for a response, Regina pulls Emma's scarf over her face. The only feature of the blonde's now visible being her eyes. She does the same to herself and then opens the building door.

Outside looks like a barren frozen wasteland. It is impossible to tell where the sidewalk ends and the street begins. It is still snowing heavily, so heavy that visibility has been greatly reduced.

Both women quickly realize that walking is going to be extremely difficult. Once they are able to navigate down the building's front steps, they see that the snow is about knee-deep.

Emma stops and looks in both directions. "Which way do we go?" She yells.

"Left." Regina yells in response.

The blonde steps in front of the other woman and attempts to clear a path. Regina follows and slowly they make it to the main street. It takes them twenty minutes.

Once on the main street, they see that the main avenues have been plowed. Emma grabs onto Regina's arm and steers them into the street. This appears to be the easiest way to navigate the snow-covered ground.

The streets are empty apart for a random car passing by. Both women hold on tightly to one another as they try to quickly reach their destination.

They do not speak. It is too cold and they need to conserve their energy. Emma checks on Regina frequently to make sure that she is okay. They take many breaks. It takes them a very long time to reach the pharmacy.

Once inside they remove their scarves and take a minute to catch their breath and warm up. Emma feels like a block of ice. She is surprised that they made it without serious injury.

"I can't believe we just did that." Emma says while kicking the snow off of her boots."

"I can't believe that we will have to do it again in a couple of minutes." Regina states somberly.

She grabs a basket and heads in the direction of the children's medicine. Emma quietly follows behind. It appears that Regina will be taking the lead on this.

It felt nice to have someone who cared about her son's well-being. She had always been alone and it was always times like this in the past that she always wished that the brunette was there to assist.

They reached the cold medicine aisle and Emma watches silently as Regina reads the back of every child medication. She settles on one and places it in the basket. She then adds a thermometer as well.

They continue to go through the aisles in silence. Regina adding what she sees fit. Once completely satisfied she speaks.

"Well I think that we have everything, wouldn't you agree?"

"It looks like you purchased half of the store bab- Regina. Emma says quickly looking at the floor, embarrassed by her slip up. It was crazy how the both of them were able to quickly slip into this comfortable place in their relationship.

She decides to look up and is met with the amused face of the brunette.

"Friends don't call each other baby"

"Shut up Regina." Emma says playfully walking to the checkout line.

Regina walks behind the blonde. She was thrilled with Emma's slip up. She missed the term of endearment greatly.

Last night the other woman didn't respond to her confession. She must have already fallen asleep.

She is brought out of her thoughts when she bumps into someone causing her to drop her basket full of items. Some of the items fall out of the basket so she bends over to gather them.

The man who she bumps into goes to assist her. "Hey I know you. You take the 5:20 train into the city."

Regina looks at the man and recognizes him as the station agent at her local train station. They always greeted one another in the morning.

She smiles politely. "Hi, what are you doing out in this weather?"

He laughs. "I should be asking you the same thing."

Regina stands up. "I am here with my friend picking up some things. Her son is sick."

The man places a box of tissues that had fallen out of Regina's basket back inside. "I got stuck in the city. I live in Long Island. I'm staying at a co-worker's home. I came here to see if I could find some under clothes. It's no fun wearing the same underwear"

Regina completely disgusted by the man's comment nods in understanding . "Well then we both know how bad the walk to this pharmacy was."

The man quickly replies. "I drove my truck here. I drive every morning to the station. They closed the roads to Long Island before I could get home. How did you walk in this weather?"

The man shakes his head in amazement. "Well I know that cars aren't allowed on the road, but I will risk a ticket to drop you off. You really shouldn't be out in weather like this."

The brunette genuinely smiles. "Thank you so much. That would help us out greatly. I never got your name by the way. Mine is Regina"

The man smiles. "My name is David. Well I'll just grab my things and we will meet up in the front of the store okay."

Regina nods and David leaves to grab what he came for. When she reaches the checkout lane, she is met with an angry blonde.

Emma had walked to the front of the store and when she turned around the brunette was not with her. She looked in the direction that she had just come from and saw Regina talking to some man. She felt jealousy consume her.

Emma allows Regina to step in front of her in line. She molds her front to the other woman's back and whispers in her ear.

"Who were you talking to?"

Regina feels chills run down her spine. The blonde's proximity and the feeling of her breath on her ear is too much. Her knees buckle.

She pulls away quickly and turns around to face Emma. "That man is David, the station agent at my local train station. He is stuck in that city due to the storm. He has a car and had offered to drive us home."

"Are you crazy! I'm not getting into some random ass car. We will be the next Dateline special." Emma states loudly in disbelief.

Why must Emma always cause a scene Regina wonders. She rolls her eyes before responding.

"I know his name, where he works, and what he looks like. I doubt he will try anything inappropriate."

Emma huffs angrily. "Yeah well, let's see how much you can remember when you're frozen dead under a mound of snow."

Regina closes her eyes momentarily and exhales audibly. "Well if you want, you can go right ahead and walk back to the apartment. I on the other hand will take my chances with him." With that she turns around and approaches the checkout counter.

Emma goes to stand beside her. "Oh I'm coming, I don't want you alone with him." Regina doesn't respond.

Once everything is paid for, both women wait for David to finish. They aren't waiting long when he approaches them with his bags.

"Ready to go?" He asks while holding the door open for both women. He looks at Emma and introduces himself. "Hi, I'm David by the way." The blonde nods her head in acknowledgement but does nothing else.

The young man leads them to his truck. Emma makes a big production of getting the licence plate number causing Regina to grab her forcefully and pull her to the car door.

"Cut it out or you won't get any of the bear claws that I purchased for you" she whispers to the blonde.

Emma gets into the truck without a problem.

Once they are all inside Regina gives David her address. He is shocked because he is staying in the same building. He begins to drive slowly.

"I'm staying in 4B with Killian Jones. I don't know if you know him" David says while he drives.

Regina knew the man very well for all of the wrong reasons. He dressed like a pirate and wore eye liner. She had been on the receiving end of his many attempts in asking the brunette out on a date.

"Yeah I know him" is her only reply.

The drive takes a total of ten minutes with the help of the plow that David has on his truck. Regina is grateful. She doesn't think that she could have done the walk back.

David parks and then helps the women out of the truck. The three of them rush into the building. They begin to ascend the stairs. When they reach the second floor. Regina turns to face David. "Well this is us. Thank you for the lift."

"It was no problem. I'm glad that I was able to help." He replies graciously.

Everyone is startled when Regina's door flies open. Mary Margaret rushes out of the studio. "Oh thank heavens. You guys took so long I was worried."

She looks up and sees David and grows quite. He stares back at her. He looks like he has seen a ghost.

Emma and Regina stare between the two and then Regina speaks up. "Thank you so much Mary Margaret for watching Henry." She doesn't get a reply.

She motions for Emma to follow her and they enter the apartment. Once the door is closed. Emma looks out of the peephole. She sees that the pair outside don't say a word to one another. David heads up the stairs while Mary Margaret enters her apartment.

She feels a tug on her ear and is pulled away from the door. "Stop being so damn nosy."

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Henry was screaming his head off. The women had been back from their outside journey for about an hour. They were able to successfully administer the cold medicine to the little boy and were waiting for it to take effect. Regina had taken his temperature and as she had suspected; he did have a fever. Thankfully it was a low-grade one.

Emma currently is walking the length of the tiny apartment with a crying Henry in her arms. She has never seen her son this sick.

Regina is in the kitchen preparing a can of chicken noodle soup for him. She is worried. This is her first time dealing with a sick child. She fills a sippy cup that they had purchased with some apple juice. She walks to the living area.

"Here, see if he will drink some of this," she says while handing the cup to Emma

The blonde walks over to the bed and sits down before reclining. She keeps Henry on her lap and hands him the cup. He takes a couple of sips and then hands it back resuming his crying.

Emma rocks him on her lap gently try to soothe him with reassuring words.

"It's okay baby. The medicine is going to kick in soon and get rid of all of those bad germs."

Regina stands off to the side of the bed and sees that the boy looks a little green. She rushes back to the kitchen to turn off the stove. She goes to the bathroom and retrieves a garbage can.

"Emma, stop rocking him. I think that he is nauseous." The other woman does as told.

Henry begins to cough and then starts to vomit. Regina holds the pail to his face as he empties his stomach. Once he is done Regina picks him up and walks to the bathroom to clean him up. Emma follows with the pail.

"What do you think is wrong with him?" Emma questions as she cleans the dirty trash can. "All he keeps on saying is that he feels icky, whatever that means."

Regina noticing that Henry has soiled his shirt removes it. "I think that it is just a bad cold." She says while tossing the shirt in the hamper. "He might have an ear infection. He keeps on tugging on it. We will have to monitor it"

Emma stands up and leans against the bathroom door and watches as Regina tends to Henry. He is very fussy. The woman is a natural.

"You are really good with him," she states after a moment."

The brunette looks up at the blonde's reflection in the mirror and smiles at the comment.

Henry for his part has now stopped crying. It seems that vomiting has helped.

"Wanna go lay down" he says quietly. Emma picks him up and carries him back to bed. She places a clean shirt on him and lays him down. Once he is situated, she crawls in bed with him. Henry snuggles against his mother and begins to drift off.

After cleaning up, Regina approaches the bed. She waves her hand to get the blondes attention and whispers.

"I'm going to go take a shower."

Emma nods and points at the other women. She pinches her nose and waves her hand in front of it as if to tell the brunette that she smells.

An evil glare appears on Regina's face. She huffs and turns to leave, but not before flashing her middle finger at Emma.

Emma begins to quietly chuckle.

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It was early evening and both women are enjoying the silence of the apartment. Henry has been sleeping for the past two hours, thanks to the cold medicine.

They are sitting in the living area watching the television on a low volume. During a commercial break. Emma looks at Regina who is looking down at her phone.

"Watcha doing?" She questions in a sing-song voice.

"Looking for any open auditions" the brunette replies.

Emma is shocked. She thought that Regina had given up on that dream. "I didn't know that you were trying to give acting a go."

Regina sets down her phone. "When I first moved here, I went to as many auditions as possible. However I was never able to land anything, as you can see."

Emma stares at the other woman. She knows that acting had always beef Regina's passion.

"That really sucks. Don't worry, I'm sure something will come along." The blond states reassuringly.

Regina smiles sadly. "I hope so."

They watch the television for a few minutes before Regina speaks.

"Hey, what did you do before Henry?"

"I was a bartender at Gold's in the village. I got lucky when I moved here. I shared an apartment with some roommates in Brooklyn. They set me up with the job." Emma answers not taking her eyes off of the TV.

Regina nods. She has so many questions but she is afraid to ask them. She doesn't was to upset the other woman.

She debates internally before deciding to ask. "How did Henry come along."

Emma freezes. She is not sure that she wants to answer the question. She looks at Regina. The brunette is staring straight ahead, refusing to make eye contact. She decides to answer. Regina deserves an explanation.

"When I moved here I was in a really bad place mentally. I would drink every night. There was this guy named Neal at the bar where I worked. He was the owners son. He was cool for the most part. We got along." Emma pauses for a second, causing Regina to look up.

"One night I was really messed up. After closing Neal offered me a drink. I accepted and needless to say, one drink turned into many. When I woke up the next morning, he was in bed with me."

Emma stands up and walks to the window staring out into the night.

"Neal told me that he liked me and wanted to date. I explained to him that I was a lesbian and that us sleeping together was a drunken mistake. He seemed to take it well and everything went back to normal."

The blond turns to look at Regina who has remained silent.

"I found out that I was pregnant about a month later. I didn't want to have an abortion because I don't believe in that kind of thing. I told Neal expecting for him to want to be apart of the baby's life. Instead he had his father fire me. When my roommates found out they kicked me out. I was pregnant and homeless."

Regina stands up and walks to Emma. She hugs her.

"Well, while I'm not happy that you lost everything, I am so happy that you chose to have Henry. He is such a sweet little boy." Emma smiles proud of her boy.

The brunette leads the blond back to the chairs. "What would you like for dinner? I have the items for lasagna."

Emma nods with a smile on her face. She is happy that she found the other woman again after all of these years. Regina gets up to start cooking leaving a contemplative blonde behind.

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Regina isn't in the kitchen for long when she hears Henry begin to fuss. She glances at the clock and sees that it is time for his next dose of medicine and heads to the bed.

"Hello baby boy." She says sweetly. "Are you ready for your medicine?" She gives him the medicine; surprisingly he does not protest.

"I feel icky." Henry says

Regina rests his head in her lap and rubs his head soothingly. " I know baby. Don't worry the medicine will get rid of all of the bad ickys. Does your ear still hurt?" The little boy nods.

"Stay right here" I will be right back. She heads to the bathroom and comes back with a warm rag and places it on Henry's ear. She kicks off her slippers and lays with him on the bed.

Unbeknownst to the brunette, Emma is watching the interaction between the two. Regina has proven today that she truly cares about Henry.

After several minutes Henry falls back asleep. Regina comes back to the living area and sits next to Emma. She changes the channel to the news.

"I'll stay." Emma says quietly.

Regina turns her head sharply and flashes the blonde with the brightest smile she has ever seen. "You'll stay?" She questions in disbelief. Emma only nods in response.

Regina grabs Emma by her flannel shirt and pulls her into a short but sweet kiss. She gets up and heads to the kitchen leaving a shocked blonde.

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	6. Chapter 6

Counting Stars: Chapter 6

Emma was still sitting in the living area in a state of complete shock. The past day and a half has felt like a dream. Regina had just kissed her. She could still feel the other woman's lips on hers. It felt so good. It had been so long.

All of the feelings that this one kiss caused were overwhelming. It evoked so many emotions in the blonde. It reminded her of their first kiss.

Flashback

It was a slow day at Any Given Sundae. The weather had been horrible all week, leading to an empty shop. Emma had just arrived from school. She is getting ready to start her shift.

Her mother comes our from the backroom with her coat on. Upon seeing her daughter she smiles. "Oh good you're here. I have to drive out of town to run an errand. Do you think that you and Regina can run the shop till I get back?"

Emma who is busy putting on her work shirt replies. "Sure, it's dead out there. I doubt any one will show up. The weather is pretty bad."

Ingrid nods her head in agreement. "Yeah it is. Well I should be back in about three hours. Regina should be here any minute. The mayor called and said that she would be late."

This surprises Emma. Regina had never been late before. "Did she say why?"

The older blondee shakes her head. "Nope. There really isn't any reason for her to come in today with the shop being empty, but I don't want Cora to know that the shop isn't doing so well. Anyway, I have to run. If I'm not back before closing, just lock up okay." Emma nods and her mother leaves.

The blonde is trying to busy herself when she hears the sound of a car. She looks up and sees the mayor's car exiting the parking lot. Regina enters the shop and walks right past Emma, heading straight towards the back room. Both girls had become best friends and it was odd for Regina to not acknowledge the blondee.

Emma makes her way to the back and sees that Regina is in the bathroom. She decides to wait for her to come out. She is waiting for a short while, when the other girl emerges. Her face is swollen. She has been crying.

The blonde is immediately concerned and rushes towards Regina. She had fallen for the brunette and did not like the fact that she was sad.

"What's wrong, why were you crying?" She questions.

Regina has her back to her. She is unbuttoning her school uniform shirt. She attends a private school a couple of towns away. Emma looks in the other direction to give her some privacy.

"Don't worry about it Emma, I'm fine." Regina replies dismissively while pulling her work shirt over her head.

Emma scoffs. "Yeah because people cry for no reason at all. I'm not stupid Regina. So now tell me the truth. What's wrong?"

Regina shakes her head, but tears begin to fall down her olive toned cheeks. Emma hears her crying again and walks over and hugs her from behind.

"Hey it's okay. Tell me what's wrong." She says trying to comfort the brunette.

Regina does not pull away from the embrace; enjoying the feeling of Emma's arms around her. It is scary how being in the blondee's embrace seems to make her feel better.

She is afraid to admit that she likes Emma as more than a friend. She wipes her face before speaking.

"It's my mother. She is upset with me because I got a bad grade on my math test. I tried so hard to pass the test and I did with a B-."

Emma wishes that she could get that grade on her math tests. She was crap in the subject. However, she knows that anything less than an A is unacceptable in the Mills household.

"What did she say?" The blonde questions, already knowing the answer.

Regina feeling that she has gotten her emotions in check, turns to face the other girl pulling away from the hug. "The usual. That I was a worthless piece of shit." She says while looking down at the ground.

Emma is upset. Cora had a history of being verbally abusive to her daughter. She suspected that the other woman was physically abusive as well but couldn't confirm. She hated how the mayor would bring down Regina's confidence.

"Don't listen to your mother. You know that you are smart. It will blow over." The blondee states reassuringly.

Regina quickly shakes her head. "She called my school and had me removed from the drama club. She said that it was obvious that I was wasting my time with the club and not fully applying myself to my studies." Fresh tears begin to rim her eyes.

Emma inhales sharply. She knows how important the drama club was to Regina. The brunette had expressed on many occasions her desire to become an actress.

"That is horrible. I'm sorry." Is the blondees only reply.

Regina is now sobbing. "I'm so fucking stupid. All I needed to do was get an A on that stupid test and I couldn't even do that. She's right, I am worthless."

Emma shakes her head and walks up to Regina. She lifts up the brunette's chin. She wants to have eye contact with her.

"You aren't worthless Regina. You mean something to me. I know that I don't matter much bu-"

Her sentence is cut off with Regina's lips. Her lips taste salty from her tears. The blondee is shocked by the kiss but kisses back after a moment.

it is over quickly. Regina pulls back and presses her forehead against Emma's.

Speaking quietly she says, "great, now I have another reason for her to hate me."

End Flashback

The sound of pots clanking together brings Emma back to the present. She stands up and makes her way to the kItchen. She has to speak with Regina and make some sense of this.

Upon entering, she sees that the brunette has her back to her. She sighs because she doesn't even know how to approach this situation. The kiss that they have just shared changes everything.

Emma clears her throat, but Regina doesn't turn around.

"Regina." She tries, but there is still no response.

"The least you can do is turn around and talk to me after that." Emma says with a hint of anger in her voice.

Regina turns with tears in her eyes.

The anger vanishes from Emma's mind. The sight of the crying brunette is too much. She walks over to her and hugs her tightly. Regina hugs back. After several long moments, Regina pulls away.

"I'm sorry Emma. I shouldn't have kissed you. I know that you want to only be friends. I was just so happy because you and Henry are moving in."

Emma steps back to create some distance between the both of them. She does not really know how to respond. She did say that she only wanted a friendship from the other woman, but was that what she really wanted?

"Look you were happy, let's not make a big deal about it." She tries to dismiss the situation.

Regina shakes her head. "That's the thing Emma, it's a big deal to me. I care about you so much. I still love you."

There it is. There is no denying it now. Emma is not able to feign sleep this time.

"Don't say that." She responds quietly.

Regina sighs. "Why not?"

"It makes it real." Emma says not making eye contact.

"Emma what we have has always been real. It does not matter how much time has passed. I have never stopped loving you, and you have never stopped loving me." Regina says forcefully.

Before Emma can respond, she continues. "I know that I fucked up everything. Trust me there is not a day that goes by where I don't forget that. You walking into the diner yesterday was fate. I want so badly for there to be an us. I know that I hurt you. I will do everything to right all of my wrongs. I want to be with you."

Emma shakes her head. "I can't. I can't do this with you again. I don't want to get hurt. This was a mistake."

Regina walks to the blonde and grabs her hands surprised that the other woman doesn't pull away.

"I'm not asking you to be with me right now. I'm just telling you what I want. I am willing to wait as long as it takes and if it never happens then I will still be your friend."

Emma looks up and makes eye contact with Regina. She sees so much love in the other woman's eyes. She loves Regina, but it is hard to let go of the past.

She has so many things to consider, and it wasn't just her anymore; she has Henry.

The little boy had grown attached to Regina in the short time that he has spent with her. What if they did try to get back together and it didn't work. She would have to separate them. She has so many things that she needs to consider.

"I need time." Is her only response.

Regina smiles. It's not a solid no. "I will give you all of the time that you need. I promise nothing will change between us. I don't want you to feel uncomfortable around me. I really am truly happy about you and Henry staying with me."

Emma returns the brunette's smile but has so many thoughts swimming in her head. The biggest one right now is wanting to kiss Regina again. So she does.

She catches the other woman by surprise, but she quickly responds. They are kissing for only a moment, when the lights in the apartment begin to flicker before going completely out.

Emma pulls back and rests their foreheads together.

She knows that her actions just contradicted her previous request and that nothing has been truly resolved, but she wanted, no needed to feel Regina's lips pressed against hers once more. She smiles before speaking.

"I don't believe in fairytales, but I would say that, that was true loves kiss." Both women begin to laugh.

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The apartment was in complete darkness. Emma was standing in front of the fuse box while Regina shined her phone's flashlight over the box. All talk had been placed on hold. It appears that the weather had knocked out the power.

They had been standing in front of the box for the past twenty minutes. "I don't know why you are wasting your time Miss Swan. It's not like you have any idea about what you are doing." Regina states in a frustrated tone. Her arms hurt from holding the phone up in the air.

"Don't you remember back in the shop when we lost power during that storm. I fixed it. I know what I'm doing." Emma states in an equally frustrated tone.

"Oh I remember alright. You fixed the power because you electrocuted yourself. I think that I was able to see your entire skeletal system." Regina recalls laughing at the memory.

Emma looks at the brunette but is only able to see her outline. "You think you are really funny don't you?"

A knock on the door startles the both of them. Emma puts her fingers to her lips, not sure if Regina is able to see the action. She grabs the flashlight from the other woman and tip toes over to the side of the bed.

She picks up a baseball bat that Regina keeps for protection. They have just lost power and are in a horrible area. She was not taking any chances.

There is another knock on the door. This time more forcefully. Emma makes her way towards the door. The light of the phone briefly shines on Regina, who has grabbed a broom as her source of defense. Emma does not have time to question the other woman's poor weapon choice.

She hears what sounds like two men speaking to one another. One of them appears to have a British accent.

She is next to the door when one of them speaks up.

"Regina, it's me David. Are you there?"

Regina goes to open the door but Emma blocks her path whispering "no."

The brunette responds through the closed door. "David yes we are here. Did you lose power as well?"

David responds quickly. "Yeah we did, storm must have knocked it out. We just came down to see if we were the only ones."

Regina looks through the peephole and sees that David is holding a lantern. He is accompanied by Killian and a female who she recognizes as his roommate Lily.

She drops the broom and pushes Emma aside, opening the door. They both step out into the hallway. Emma still has the bat.

The three neighbors each have a light source illuminating the hallway a bit.

Killian sees Emma and is immediately taken by her beauty. "Hello love, I do not believe that we have met before. My name is Killian Jones, and you are?" He uses his flashlight to shine it on the blondee and sees the baseball bat. He audibly gulps and shifts to stand somewhat behind David.

Emma is in no mood to deal with these people but replies. "Emma, I just moved in with Regina."

Lily who has been quiet the entire time speaks up. "How do you know Regina?. I've never seen you before." She gives Emma a once over and likes what she sees.

Regina notices the look, and does not like it in the least. Turning to Emma she speaks before the blondee can respond. "Emma is my girlfriend."

Emma is shocked but does not let it show. Regina must not like the other woman.

Lily smiles not deterred by Regina's statement. "I'm Lily. I live in 4B with Killian. I guess we will be seeing a lot of each other then." She says in a seductive tone.

Emma is shocked by the audacity of this woman. She is able to feel the tension and knows that Regina is upset. She feels a hand on her stomach. It's Regina's.

"Baby we should head back inside so that you can check the fuse box." The brunette says while glaring at Lily. She wants to put an end to this conversation.

There is an awkward tension in the hallway for several moments before David speaks up. "Well, we'll be heading beck. If you two need anything then you know where to find us." He turns to leave with a scared Killian on his heels.

Lily licks her lips and gives one last glance at Emma before turning to head up the stairs. "See you around Emma."

Regina grabs Emma by the arm and forcefully pushes her into the apartment. Once inside she closes the door. She is pissed.

They slowly make their way to the living area and sit down. The brunette is silent for a moment before she erupts.

"That skanky whore!"

Emma laughs at the comment. "Someone's jealous." She says in a sing-song voice.

"I'm not jealous." Regina exclaims. The lights flickering on briefly before going back out as she says this.

Emma feels the hairs on the back of her neck rise. "Okay that was creepy as fuck. Are you sure that you aren't a witch." All that she gets in response is a grunt.

"I don't like that bitch." Regina states in an icy tone.

Emma has never seen the brunette like this. She likes it. "That is an understatement. By the way when did I become your girlfriend?"

Before Regina can respond, there is another knock on the door. The brunette stands and grabs the baseball bat. "If that's her. I will break her fucking legs."

She walks to the door and yanks it open without questioning who is there. She is met with Mary Margaret who has a flash light pointed at the door and jumps six feet into the air at the sight of an angry Regina' with a baseball bat.

Regina is upset and in no mood for the school teacher. However, she remembers that the other woman did help them earlier today.

"Mary Margaret, how may I help you?" She questions in a forced polite tone.

Mary Margaret who has calmed slightly responds. "I heard that your power is out as well. I just came by to offer some candles. I don't know if you have some already.

Regina thinks that the other woman is extremely nosy and was most likely standing by her door listening to everyone in the hallway a minute ago. She doesn't have any candles, so she will let it slide.

"How thoughtful of you. I actually don't have any." She takes the candles from Mary Margaret. "I would stay and chat, but I have to get back inside. Thanks for these."

She steps back and closes the door. Leaving the other woman in the hallway.

Once back in the living room she hands Emma the candles. "Mary Margaret dropped these off." Emma is able to tell that Regina is still worked up.

"So do you want me to try to mess with the fuse box?" The blondee questions.

Regina sighs. "No Miss Swan. I would rather you stay far away from the fuse box, lest you electrocute yourself once again.

Emma scoffs. "If I remember correctly you said just outside and I quote, baby we should head inside so that you can check the fuse box." She states triumphantly.

There is complete silence for a moment before the blonde hears.

"You have lost your bear claws privileges"

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Regina and Emma were currently sitting in the living area of their apartment. "Their apartment;" it's crazy how two words could bring such joy to the brunette's heart.

The power had not come back yet. They were currently sitting by candlelight eating dinner. Regina was able to whip up a quick cold pasta salad. Lasagna was out of the question, much to Emma's dismay.

The brunette had calmed down considerably since the earlier situation with Lily. She thought that it would be romantic to have dinner with candles surrounding them. Instead, she is watching Emma devour her dinner. The blonde has not spoken one word, as she shovels food into her mouth.

Regina understands that the other woman is hungry, as they had not eaten all day, but this was down right disgusting. Finally Emma sets down her plate.

"Did you even breathe?" The brunette questions in an irritated tone.

Emma who is leaning back in her chair, gently rubbing her stomach smiles. "That was so good. Is there any seconds? Honestly, she is full, but wants to mess with the other woman. It works.

Regina scoffs. "I just watched you eat like a pig for ten minutes. Even if there are seconds you will not be having any."

Emma smiles enjoying the brunette's reaction. She decides to change the subject. "So, now that Henry and I are living here, I think that we should discuss a couple of things."

Regina a little surprised by the change of subject motions for Emma to continue.

"I don't want to be living here without contributing anything. I mean, I know that I can't give you anything now but in the near future."

The brunette nods. She knows that it is a huge undertaking to support a family of three on her income.

"Well what do you have in mind? We have Henry."

Emma likes how the other woman has taken her son into consideration. She treats him as if he was her own.

Emma shrugs her shoulders. "Well Henry is turning four in two weeks. I was thinking that maybe I could enroll him in preschool. It would free up my mornings. Maybe I could find something."

Regina thinks for a moment. She now knows that Henry's birthday is quickly approaching. They will have to do something special for him. In regards to enrolling him in school, she knows just the person.

"You could speak to Mary Margaret about that. She should be able to help us. On another note, you need a cell phone. All that we have is mine."

Emma shakes her head not liking the idea of adding extra expenses. "That will cost too much. I'll be fine."

Regina gets up to gather their dinner plates. "Emma don't be ridiculous. I will have my phone on me. How will a prospective employer get in contact with you. More importantly, if Henry will be attending school you will need to be available at all times." She says while walking towards the kitchen.

Upon returning she continues. "I will add you to my plan. It shouldn't be too much more expensive."

Emma leans forward with her head in her hands. "I feel like such a loser."

The brunette moves her chair in front of the other woman. She pulls the blondee's hands away from her face.

"You aren't a loser. We will make this work I promise. It will just take a bit of time, you'll see."

Emma looks into Regina's eyes. "You think so?" She questions timidly.

The brunette quickly nods. "I know so."

Emma smiles and looks at Regina in the candle light. She looks beautiful.

"You're beautiful." Emma blurts out.

Regina blushes. "Yeah well you are not too hard on the eyes either Miss Swan."

The blonde is finding it difficult to stick with only being friends with the other woman. In the quiet setting with only candles illuminating Regina's features all that she can think about is kissing her.

"I want to kiss you so badly right now." She admits quietly.

Regina smiles and leans in and kisses Emma. She knows that they have to discuss what all of this means, but right now all that she cares about is this moment.

The moment is unfortunately broken when Henry begins to cry. Both women pull away. Regina looks deep into Emma's eyes. "You said that you need time, and I will give you it, but you can't keep on kissing me like this. I don't think that I can handle it"

Emma nods but remains quiet. They stare at each other for a moment longer before Henry cries our once more. Both women head over to him.

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Regina thought that working a long shift at a busy diner was hard. She was wrong. Taking care of a sick child was harder.

It was five in the morning and neither woman had slept. The power had come back around midnight.

Henry who had woken up the night before was no longer responding to the medicine. Both women were at their wit's end. He would have to go to the emergency room.

Regina was rocking the little boy who had just calmed down from a recent crying episode. Emma was in the bathroom cleaning out the garbage can.

The blonde emerges from the bathroom. She yawns, she is so tired.

"Emma we should take his temperature." The brunette says while placing a hand to Henry's forehead. "He feels warm."

Emma grabs the thermometer and places it under Henry's tongue. After some time it beeps. She looks at the reading and her eyes nearly bulge out of her skull.

"102.3"

Regina inhales sharply. "We need to get him to the hospital. I will get dressed and go ask David to take us."

Emma nods knowing that they don't have any other choice. She goes to the drawer that Regina had set aside for them and takes out clothing for the both of them. She takes Henry from the other woman and begins to dress him.

Regina quickly gets up and dresses. Once dressed she leaves the apartment and heads upstairs.

She finds apartment 4B and rings the doorbell. She hates the fact that she is disturbing them, well mostly David. She could care less about the pirate or that bitch.

She waits a moment and is about to ring the bell again when the door opens. It's David. He looks wide awake.

" David I'm sorry to disturb you. Did I wake you?"

He shakes his head in the negative."No you're fine. I'm an early riser because of my job. Is everything alright?"

"Henry, Emma's son needs to go to the hospital. You are the only person who has a car that I know. Can you take us?" Regina hopefully questions.

David grabs his coat off of a hook and steps out closing the apartment door. "I'll go dig out my car. I will come get you guys when we can go." He doesn't wait for a response and flies down the stairs.

Regina follows him and goes back into her apartment. Both Emma and Henry are ready to go. The blondee has a look of deep concern on her face. Henry had been sick in the past, but never like this.

"David is digging out his car from the snow we should be able to leave soon."

The blonde's opinion of the man had changed. He was a good guy.

The brunette grabs her cell phone off of the charger and puts on her coat. She is just as worried as Emma, however she does not let it show.

They sit in the living area for several minutes when there is a knock on the door. They quickly get up and leave.

Once in the vestibule of the building. Regina double checks on Henry, making sure that he is covered completely. She looks at Emma and puts on the hat that the blondee had forgotten on her head.

David opens the door and leads the way to the truck. It is still snowing and extremely windy. He opens the truck door and Regina hops in. Once inside Emma hands Henry to her. She grabs him and gets him settled. Emma and David both climb in.

Thankfully, David had turned on the heat as soon as he came outside so the truck was warm. He begins to drive to the nearest emergency room. The ride is silent apart from Henry crying.

Due to all of the major roads being closed it takes about a half an hour to reach the hospital. Once there the women exit the truck. Emma walks to the entrance but not before thanking David.

The kind man gives Regina his phone number and tells the brunette to call once they were ready to be picked up. He then drives off.

Regina makes her way to the emergency room entrance. The waiting area is empty. The brunette looks around and sees that Emma is in triage with Henry.

She sits in a chair, prepared for a long wait. After about ten minutes Emma and Henry exit the room. The nurse is leading them to the back.

Emma turns to Regina and motions for her to follow. The nurse sees this and speaks.

"I'm sorry it's family only. You will have to wait here."

The blonde doesn't miss a beat and responds. "She is Henry's other mother. She is family."

The nurse immediately apologizes and leads them to the back missing the myriad of emotions that wash over Regina's face.

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The women are in the hospital for several hours. They find out that Henry did in fact have an ear infection caused by his cold. He also had a stomach virus. The doctors prescribed antibiotics as well as cough medicine.

David had picked up the trio and drove them to the pharmacy. He and Regina were currently waiting in the car. Emma and a slightly better Henry were inside filling the prescriptions.

The radio was on a low volume. David has a pensive look on his face. He turns to look at the brunette.

"So at the pharmacy yesterday you said that Emma was your friend, but then later on you told Lily that Emma was your girlfriend. Why is that?"

Regina who had been dozing off sits up abruptly upon hearing the question.

"It's complicated." She responds not sure if she wants to give any further information.

David nods his head understanding the woman's hesitancy to discuss the topic, but decides to add one last thing.

"For what it's worth. I think that she is crazy about you. I see the way that she looks at you. Well that and the fact that she doesn't like me."

Regina snorts at the last comment. "Emma is not a very trusting individual. Trust me after this morning she likes you. You are a good man."

David smiles at the compliment. "So I'm glad that I was able to get to know you this weekend. I hope that we can be friends. I don't have many."

Regina nods her head in agreement. "I also don't have many friends. I would like that very much."

David is quiet for a moment before questioning. "Is Mary Margaret one of your friends?"

The brunette smirks. She saw the look between David and Mary Margaret the other day. "I wouldn't exactly call her a friend. We have been next door neighbours for five years. Why?"

David replies quickly "I was just asking."

Regina laughs. "Cut the crap David. You know why you asked."

The man laughs knowing that he is caught. "Okay, okay, you got me. I think that she is cute."

The brunette is unable to understand how anyone could find the school teacher cute, but she guesses that everyone has their preference.

"Well I'll tell you what, since you were so helpful this weekend; I will speak to Mary Margaret on your behalf."

David's eyes light up. "That would be great."

They fall into comfortable silence, listening to the radio. The snow had stopped while they were in the hospital. The radio news reporter announces that all roads are now open.

David begins to speak. "I guess that means that I can go home now."

Regina decides to poke a little fun at the man. "Yes I bet it will be nice to change clothes too."

David let's out a deep laugh. Regina joins in.

"Don't become a stranger David."

He smiles at her before responding. "I hang out at your building quiet frequently. I'm actually really good friends with Killian."

The brunette rolls her eyes at the mention of the other man's name. David notices.

"You don't like him don't you?"

Regina nods. "He is always hitting on me."

David nods knowing full well about Killian's antics. "Well you won't have to worry about that anymore."

The brunette stares at him waiting for him to continue.

"Emma scared the shit out of him last night with the baseball bat."

Both of them erupt into a fit of laughter.

SQSQSQSQSQSQSQSQSQSQSQSQSQSQSQSQSQSQ

David dropped the trio off before heading home. It had been decided that today would be a lazy day in the apartment.

Once the trio had made it upstairs, they quickly changed into comfortable clothing.

Regina prepared a quick breakfast for them. They were currently eating in the living area as Henry watched cartoons.

They still had not told him about Emma's decision to move in. Emma waited until a commercial break before she spoke.

"So kid, how do you feel about living here?"

Henry whips his head in his mother's direction. "Here with Gina?" He questions with excitement.

Emma nods her head. "Yep, here with Gina." She says while making eye contact with Regina and winking at her.

Henry jumps up and runs to his mother and hugs her tightly. He then crawls into Regina's lap and hugs her just as tightly. He pulls back and begins to speak.

"I got my wish."

Emma has no idea what her son is talking about. "What wish bub?"

Henry quickly responds. "A home."

He yawns and gets comfortable in Regina's lap. The days events taking a toll on him.

Regina and Emma are overcome with emotion and have tears in their eyes. Emma was happy that she finally had a place that she and Henry could call home. Regina was happy that she was able to provide a home for them.

Home. She had lived in this small studio apartment for five years and not once did it ever feel like home. Now with the addition of the Swans, she felt complete.

Emma stands up and picks up a now sleeping Henry and carries him to bed. She lays him down and decides to get in as well. She is extremely tired.

Regina cleans up their breakfast and begins to clean the dishes when she hears Emma.

"Regina come to bed. I'll take care of the dishes later."

She turns off the faucet and makes her way to bed. Emma is in bed holding the blanket up waiting for the brunette.

Regina slips under the covers in front of the blondee. She is half asleep when she feels Emma drape her arm around her stomach.

She sighs contently and snuggles further into the other woman. This is what home feels like.

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Okay. The winter storm is over and now the true story can begin. Please Review


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